Overview
Our broker-dealer team provides sophisticated counsel to market participants seeking broker-dealer regulatory and compliance guidance. We advise on formation and registration of broker-dealers, ongoing compliance for broker-dealers, and SEC and FINRA examinations of broker-dealers. On the transactional side, we advise on acquisitions and dispositions of broker-dealers, as well as investments in broker-dealers. In addition, our team helps broker-dealer clients resolve government and self-regulatory investigations, enforcement actions, and complex litigation and disputes.
Our clients include full service broker-dealers, broker-dealers affiliated with private and registered funds, and investment banking boutiques. In addition to representing several bulge bracket banks in connection with their broker-dealer needs, we represent a significant number of broker-dealers that sell their affiliated investment adviser’s private funds and/or registered funds, and we work with many private equity firms’ affiliated broker-dealers that participate as underwriters in capital markets activities for the funds’ portfolio companies and/or provide syndication services in connection with co-investments. We also assist non-U.S. broker-dealers that seek to conduct a securities business in the United States, as well as U.S. clients seeking an exemption from U.S. broker-dealer registration.
Ropes & Gray is uniquely positioned to advise broker-dealers affiliated with investment advisers to private and/or registered funds. We were recently named firm of the year by U.S. News & World Report-Best Lawyers for “private funds/hedge funds” and “leveraged buyouts and private equity,” as well as ranked Tier 1 in “mutual funds law.”
Experience
Broker-dealer formation, registration and FINRA membership
- Advise on organizational structures
- Prepare and file SEC registration forms
- Prepare and file new membership applications with FINRA
- Develop business plans
- Create written supervisory procedures manuals and related compliance manuals
- Attend membership interviews with FINRA
- Determine whether new activities require FINRA approval and assist with materiality consultations and continuing membership applications
Ongoing Exchange Act and FINRA compliance issues
- Licensing
- Advertising
- Financial and operational rules
- Written supervisory procedures
- Record retention requirements
- Social media and other forms of electronic communication
- Outside business activities and private securities transactions
- Regulatory reporting requirements
- Self-reporting under FINRA Rule 4530
- Regulation Best Interest and FINRA suitability
- Placement agent and intermediary arrangements
- Clearing, prime brokerage and customer agreements
- Business line expansions
SEC and FINRA Examinations
- Provide insight into SEC and FINRA priorities
- Prepare clients for SEC and FINRA exams
- Assist with document gathering and team preparation for interviews
- Review presentations for regulators
- Assist with post-exam needs, including updates to policies and procedures
Litigation and enforcement matters
We represent broker-dealers and their employees in:
- Investigations, enforcement actions and disciplinary proceedings brought by securities regulators
- Claims brought by private individuals
- Complex disputes regarding industry practices
- Sales practice arbitrations
Broker-dealer acquisitions, dispositions and investments
- Conduct due diligence
- Advise on transaction terms
- Prepare and submit regulatory filings and obtain regulatory approvals
- Counsel on post-closing integration
Clients
Here are a few of the many broker-dealer clients we represent:
- Allianz Global Investors Distributors
- Bain Capital Distributors
- BC Partners
- BDT & Company, LLC
- Blackstone Securities Partners
- Cohen & Steers Securities
- Deutsche Bank Securities, Inc.
- FEF Distributors, LLC
- Houlihan Lokey Capital, Inc.
- iCapital Securities
- Invesco Capital Markets
- Invesco Distributors
- J.C. Flowers Securities
- John Hancock Distributors
- LPL Financial
- Morgan Stanley
- Oppenheimer Distributors Inc.
- PIMCO Investments
- Siguler Guff Capital Markets
- TCG Capital Markets
- TCG Securities
- TPG Capital BD