We are securities attorneys with several years of experience advising and representing financial service firms, primarily broker-dealers.
We have a strong record of winning or favorably settling complex regulatory proceedings involving a variety of regulatory issues, including anti-money laundering regulations, Regulations M and SHO, operational and net capital rules, and market making and regulatory reporting. We have handled these cases through all phases of the investigative process, including document production, depositions, hearings and appeals, including appeals before the SEC and the Federal Courts.
In non-regulatory cases, we represent our clients in litigation and arbitration proceedings involving investment, employment, clearing, “raiding” and trading disputes, and we have acted as local counsel to out-of-state law firms in litigation before the New York courts.
As advisers, we provide guidance and insight into difficult questions of regulatory compliance, to help our clients avoid regulatory problems before they occur.
As transnational lawyers, we negotiate and draft business agreements ranging from employment contracts and other routine agreements through entity formation, asset acquisitions, mergers and other business combinations, and we interact with the regulatory agencies to obtain all required licenses and approvals, for both investment advisers and broker-dealers.
AREAS OF PRACTICE
- Broker-dealer and investment adviser compliance
- Securities industry arbitration, mediation and litigation
- Commercial litigation
- Regulatory investigations and examinations
- Financial industry enforcement and disciplinary proceedings
- Employment law and disputes
- Business combinations in the financial industry.
- Financial industry licensing and disclosure
Some of the Firm’s Activities
- mergers, acquisitions, reorganizations and consolidations of broker-dealers and investment advisers
- reorganizations of affiliated entities
- equity and asset purchases by broker-dealers and investment advisers
- shareholder and LLC operating agreements
- buy-sell agreements
- membership applications and regulatory licensing applications and agreements with the SEC, FINRA, and state regulators
- systems and procedures for compliance with Federal and state securities laws
- “new member applications” and “continuing membership” applications under FINRA Rule 1017 for business changes and expansions
- written supervisory procedures (“WSPs”) for new and specialized lines of business
- procedures for compliance with State and Federal employment laws
- transactions for the financing of new and ongoing business operations
- clearing agreements and systems
- anti-money laundering programs
- regulatory examinations, inquiries, investigations and disciplinary actions
- net capital and financial responsibility rules
- waivers of statutory disqualifications
- registration of BD’s and IA’s with State and Federal regulatory agencies
- investment adviser WSP’s
- executive employment and separation agreements
- “soft dollar” and “brokerage recapture” agreements
- net capital problems under SEC Rule 15c3-1
- 17a-11 notifications
- “FinOp” compliance and supervisory issues
- subordinated loan agreements
- research reports and other investment-related publications
- initial and amended Form ADV disclosures
- fidelity bond claims
- initial and amended disclosures on Forms BD, U-4, and U-5, and under FINRA Rule 3070
- “heightened supervision” programs
- “best execution” compliance
- expense sharing agreements with unregulated affiliates
- joint trading accounts
- consulting agreements
Some Areas of the Firm’s — Enforcement Proceedings
- Market manipulation, “wash sales,” and fictitious trading.
- Insider trading.
- Regulation NMS.
- Trading regulations in general.
- High-frequency trading and SEC Rule 15c3-5 compliance.
- “Chaperoning” programs under Rule 15a-6.
- “Raiding” of customers or personnel.
- “Best Execution” of customer orders.
- Fiduciary duties of investment advisers.
- Regulation M.
- Regulatory SHO delivery requirements.
- “Bad Actor” waivers under Regulation D.
- Statutory disqualification waivers.
- Customer-broker commission and fee disputes.
- Finder’s fee claims.
- SEC and exchange market making.
- U-4 and U-5 expungement claims.
- SEC regulatory subpoenas.
- SEC and FINRA Regulatory depositions.
- Contested SEC enforcement proceedings.
- Contested FINRA disciplinary proceedings.
- Executive compensation disputes.
- Due diligence in private placements.
- Unsuitability and unauthorized trading.
- Clearing firm disputes with introducing firms and customers.
Our Contact Information
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