Securities Regulatory

We help market participants navigate the transformational change that globalization, technological advances, and regulatory developments are bringing to the securities markets.

Overview

We advise securities market participants on legal and regulatory compliance issues in the securities markets. Our practice is distinguished by the sophistication of the projects our clients entrust to us and the rare blend of legal and market knowledge our attorneys bring to those projects.

In addition to their decades of experience advising on securities issues as outside counsel, many of our attorneys have previously served as senior regulators and policymakers at the Securities and Exchange Commission. At the SEC, our team members have served as the market structure advisor to the SEC chairman, senior managers within the Division of Trading and Markets, and in other senior roles. Our attorneys also include a former chief counsel and deputy director of FINRA, a former trader, and others who have played leadership roles at innovative trading firms. This deep industry and government experience informs our counsel on our clients' responsibilities under federal, state, and SRO regulations.

Our clients include exchanges, alternative trading systems, trading firms, retail broker-dealers, private funds, clearing firms, and clearing agencies. The matters that we assist them with touch on a wide variety of issues, including:

Complex market structure matters
Short-sale regulation
Securities credit regulation
Securities lending
Underwriting and securities analyst issues
Issuer repurchases
Transfer agents
Dodd-Frank Act provisions relating to securities-based swap dealers
New trading programs and products
The SRO rule-filing process

We have particular experience advising broker-dealers on regulatory compliance issues, from financial responsibility issues to liquidations. We regularly assist in the formation and registration of new broker-dealers, including satisfying requirements for SEC and state registrations as well as FINRA membership.

Capital-raising plan

Represented a leading options market maker in successfully petitioning the SEC to exercise its discretion to review action taken by the Division of Trading and Markets staff approving a controversial capital-raising plan proposed by the Options Clearing Corporation and opposed by industry participants.

"Robo-advisors"

Advised on establishing a "robo-adviser."

Electronic records

Counseled broker-dealers on electronic recordkeeping of transactional and financial records, including WORM compliance.

FINRA membership

Prepared a FINRA continuing membership application relating to client's consolidation of affiliated broker-dealers.

Alternative trading systems

Advised entities on establishing alternative trading systems.

Blue-sheet submissions

Advised broker-dealer on electronic blue sheet submissions to regulators.

Regulation SHO, ATS, and NMS

Advised a broker-dealer regarding Regulation SHO, ATS and NMS requirements. Advised buy-side and sell-side market participants on Regulation SHO compliance matters.

Margin lending platform

Advised a prime broker on the establishment of a registered investment company margin lending platform.

TRACE reporting

Represented leading fixed-income ATSs regarding TRACE reporting issues.

FINRA and MSRB proposals

Represented a fixed-income pricing service in commenting on FINRA and MSRB rule proposals.

Clearing agencies

Advised multiple market participants with clearing agency regulatory issues.

Regulation M

Advised broker-dealers and asset managers regarding Regulation M Rule 105 compliance.

Digital Asset Securities

Advised client on establishing a special purpose broker-dealer to trade and custody digital asset securities and on establishing an alternative trading system to facilitate trading in digital asset securities.