Financial services clients turn to Ropes & Gray for comprehensive guidance on the full range of legal issues concerning broker-dealers—from regulatory and commercial matters to litigation and enforcement.


Our broker-dealer team provides sophisticated counsel to U.S. and global-leading financial institutions and private equity firms 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 private equity and financial institution firms 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-Law Firm of the Year for "leveraged buyouts and private equity", as well as ranked Tier 1 in "mutual funds law, private funds/hedge funds law, leveraged buyouts and private equity."

Experience, Clients & Awards

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
  • Supervisory systems
  • Written supervisory procedures
  • Netcapital
  • 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
  • Commercial agreements involving broker-dealers
  • Inquiries, investigations, and enforcement proceedings
  • Blue sky and SRO matters
  • State and federal court litigation
  • Appeals

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
  • Deal financing, including capital requirements and compliance issues

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
  • U.S. News “Law Firm of the Year” Awards – Leveraged Buyouts and Private Equity (2023)
  • U.S. News – Nationally Ranked Tier 1 in Mutual Funds Law, Private Funds/Hedge Funds Law, Leveraged Buyouts and Private Equity
  • Ranked by Chambers USA 2023 as a top-tier firm for Hedge & Mutual Funds, Investment Funds: Investor Representation, Investment Funds: Registered Funds and Private Equity: Buyouts and Private Equity: Fund Formation. In 2017, the firm was awarded the Client Service Award for Investment Funds.
  • Chambers Global: Multi-Jurisdictional – Ranked Tier 1 in in Investment Funds: Hedge Funds, Investment Funds: Private Equity: Fund Formation (2023)
  • The Legal 500 U.S. – Ranked Tier 1 in Investment Fund Formation and Management: Alternative/Hedge funds (2022), Investment Fund Formation and Management: Mutual/Registered/Exchange Traded Funds (2022), Investment Fund Formation and Management: Private Equity Funds (including Venture Capital) (2022)
  • International Finance Law Review – Ranked Tier 1 in Private Equity Transactions, Private Equity Funds, Registered Funds (2022, United States), Ranked Tier 1 in Private equity, Private equity funds, Registered funds, Financial services regulatory (2021, United States), Ranked Tier 1 in Private equity funds, Registered funds, Financial services regulatory (2020, United States)
  • International Finance Law Review – Named a Finalist for Private Equity Team of the Year (2020)
  • Law360 Practice Group of the Year – Private Equity (2019, 2020)

The broker-dealer team is extremely knowledgeable and responsive when I reach out on broker-dealer matters. They work with a number of our peer firms and provide extremely valuable insight into how other firms are thinking about certain matters.

Chambers USA