We regularly advise broker-dealers on issues arising under the federal acts governing investment companies and securities issues and trading. We also provide guidance regarding the rules of the New York Stock Exchange, the NASDAQ and other self-regulatory bodies, as well as state securities laws. We are in regular contact with key regulators and industry governing bodies such as the NASD, and have an in-depth understanding their goals and perspectives.
We assist a full range of broker-dealer clients, including the brokerage and securities lending operations of major financial institutions. We also represent investment and private-equity funds, hedge funds, fund management, and the broker-dealer operations of securities dealers and global investment bankers.
We provide counsel on:
- Short sales, prime brokerage, securities lending and other compliance matters
- Examination or sweeps-based enforcement actions
- Net capital and customer securities segregations issues
- Clearance and settlement issues, as well as margin and securities lending concerns
- Credit derivatives, options, swaps, and similar hedges
- Collateralized debt obligations
- Clearing, account settlement, and order-routing and execution agreements
- Written supervisory procedures and compliance manuals.
Our attorneys advise clients on all transactions involving their structure and growth. These range from the establishment of broker-dealers to obtaining approvals on changes of control and material changes of business. We perform due diligence and act as special counsel in connection with acquisitions of broker-dealers and their operations, including purchase and sale of minority interests. For foreign financial institutions, we establish 15a-6 arrangements that allow them to offer brokerage services to major U.S. institutional investors in conjunction with a U.S. broker-dealer, without registering in this country.