Navigating Broker Dealer Attorney Services for SEC Compliance

Navigating the world of broker dealer attorney services can be a daunting task, especially when it comes to ensuring SEC compliance. The Securities and Exchange Commission (SEC) has strict regulations that broker-dealers must follow, and non-compliance can result in hefty fines.

Broker-dealer attorneys play a crucial role in helping firms stay compliant with these regulations. They provide guidance on complex issues such as registration requirements, disclosure obligations, and insider trading rules.

The SEC requires broker-dealers to register with the agency, which involves submitting detailed information about the firm's operations, management, and financial condition. This registration process can be time-consuming and requires careful attention to detail.

Broker-dealer attorneys can help firms navigate this process and ensure that all necessary documentation is submitted accurately and on time.

As a broker-dealer, navigating SEC Enforcement and regulatory defense can be a daunting task. Our team of experienced attorneys, including former SEC officials, can guide you through the process.

We have a deep understanding of the SEC's Enforcement and Examination Divisions, allowing us to effectively interact with the agency and other regulatory bodies, such as the PCAOB, DOJ, FDIC, DOL, FINRA, and state agencies.

Our SEC Enforcement leaders include partners with long tenures at the SEC, serving in various roles, including leaders in the Enforcement and Examination Divisions, senior counsel, branch chiefs, attorney advisers, and senior and regional trial counsel.

We regularly represent clients in SEC Enforcement inquiries, investigations, and litigation, and provide regulatory counseling on matters involving derivatives activities, including futures commission merchants, introducing brokers, commodity trading advisors, and pool operators.

Our extensive derivatives regulatory experience positions us to assist clients in evaluating, understanding, and complying with the complicated derivatives regulatory framework.

Here are some key areas where we can assist:

By having a deep understanding of the SEC's Enforcement and Examination Divisions, we can provide effective guidance and representation in regulatory matters, helping you to navigate the complex regulatory landscape and avoid potential issues.

In today's highly regulated environment, broker dealer operations require careful attention to detail. We assist clients in developing managed account programs, trading and hedge funds, commodity pools and market-maker organizations.

Our attorneys can guide clients through the labyrinth of regulation to minimize its impact on their mergers and acquisitions. This includes structuring capital raising, advisory, brokerage, clearing, underwriting and distribution relationships.

We also provide experienced counsel in clearing and operations issues, which have been dramatically affected by the advent of electronic markets and trading facilities, as well as the presence of new global markets.

Managed Investment Programs are subject to extensive regulation. Investment advisors and commodity trading advisors must be counseled on their obligations.

To develop managed account programs, trading and hedge funds, commodity pools, and market-maker organizations, it's essential to structure capital raising, advisory, brokerage, clearing, underwriting, and distribution relationships correctly. Both domestic and offshore participants must comply with these regulations.

Pooled investment vehicles are proliferating, and industry participants must navigate new laws and regulations. Many initially sought to avoid regulatory strictures but now face increased scrutiny.

To register as a broker-dealer, you must file Form M-1, which costs $1,200 for four years, and a State Notice, which costs $75. You'll also need to provide your latest financial statement and obtain a permit receipt from the Department of Law.

If you're a FINRA broker-dealer, you must register by filing Form BD through the Central Registration Depository (CRD) online portal. You'll need to be FINRA and SEC approved and have your principal place of business in New York or be approved in your home state.

Fingerprinting is required for all persons, including partners, officers, directors, and salespersons employed by a broker or dealer required to register with the Department of Law. You can check if your fingerprints are already on file with FINRA or the SEC, or any of the major exchanges, before visiting www.identogo.com to file new fingerprints.

Here's a summary of the registration requirements for broker-dealers:

Remember, no offers or sales can take place until the registration statement is accepted for filing, and you'll need to renew your registration every four years.

Suitability is a critical aspect of broker dealer operations. It's the process of ensuring that investment products are suitable for the client's needs and goals.

Broker dealers must conduct due diligence to understand the client's financial situation, risk tolerance, and investment objectives. This information is essential for recommending the right investment products.

The suitability rule requires broker dealers to have a reasonable basis for believing that a recommended investment or strategy is suitable for at least one customer. This means considering factors like the client's net worth, income, and investment experience.

In the United States, the Financial Industry Regulatory Authority (FINRA) regulates broker dealers and enforces the suitability rule. FINRA's rules and guidelines provide a framework for broker dealers to follow.

A broker dealer's suitability determination must be based on the client's individual circumstances and not on a one-size-fits-all approach. This requires a thorough understanding of the client's needs and goals.

By following the suitability rule, broker dealers can help clients achieve their investment goals while minimizing the risk of financial harm.

Strategic business planning is crucial for firms and individuals navigating today's highly regulated environment. We bring our experience to assist clients entering and participating in both traditional and electronic marketplaces.

Financial responsibility is a top concern, as licensing and other regulations present unique issues for clients. Our attorneys can guide clients through the labyrinth of regulation to minimize its impact on their business.

We provide experienced counsel in clearing and operations issues, which have been dramatically affected by the advent of electronic markets and trading facilities.

As a broker-dealer attorney, you'll face various disputes and litigation, and it's essential to have a team that can navigate these complex issues. We bring extensive experience in securities industry arbitration, mediation, and litigation, representing broker-dealers, funds, and other institutions in forums like FINRA, NYSE, and AAA.

We're not just limited to arbitration; our team also handles matters before state and federal courts. Industry participants often face enforcement actions from government agencies and self-regulatory bodies, and we represent clients in all aspects of the enforcement process.

With many regulatory violations now being treated as criminal offenses, we also represent clients through grand jury investigations and other pre-trial criminal proceedings. This comprehensive approach ensures that our clients receive the best possible representation in any situation.

We represent clients in securities industry arbitration, mediation and litigation, including cases before FINRA, NYSE, NFA, and AAA.

Our experience in enforcement actions includes representing clients in investigations by government agencies and self-regulatory bodies.

We handle matters before state and federal courts, as well as administrative proceedings.

Regulatory violations are now often treated as criminal offenses, so we also represent clients in grand jury investigations and other pre-trial criminal proceedings.

We have extensive experience representing broker-dealers, funds, and other institutions in arbitration forums.

Our expertise also extends to representing investment professionals in various disputes.

We have a deep understanding of the enforcement process, including SRO, SEC, and state agency actions and appeals.

Our issuer liability practice is led by partners with over 30 years of experience defending securities class actions and complex accounting disputes. They have extensive experience working with audit firms, making them uniquely suited to counsel audit committees.

With their expertise, they can effectively address the responsibilities of auditors under Section 10A of the Securities Exchange Act of 1934. They have led audit committee investigations for numerous publicly held companies.

No other firm in the country may be as well positioned to handle such investigations, thanks to their unparalleled insight into what audit committees need to provide to auditors. Their team has successfully completed many audits and assessments.

They have partnered with government enforcement lawyers to author a comprehensive guide to audit committees, the Audit Committee Deskbook. This guide covers powers and duties, D&O insurance considerations, and handling reports and investigations under Section 10A.

As a broker-dealer, you'll need to navigate the complex world of securities registration and filing. According to General Business Law (GBL), Article 23-A, section 359-e and section 359-f, you'll need to comply with specific regulations.

To amend your registration statement, you'll need to file a Supplemental Broker-Dealer Statement (M-3) within 30 days of any changes occurring, such as a change in address or the addition or termination of salespersons. This can be done with a $30 fee, made payable to the New York State Department of Law.

FINRA member broker-dealers, on the other hand, can amend their registration directly through the CRD on an amended form BD, with no fee. If you're an issuer of real estate or mortgage securities, you'll also need to comply with GBL section 352-e and submit a filing and obtain an exemption letter from the Real Estate Finance Bureau (REF).

Securities registration is a crucial step in the process of selling securities in New York. The relevant laws and regulations are outlined in the General Business Law (GBL) and the Supplementing Department Regulations, New York Codes, Rules, and Regulations (NYCRR).

To register as a broker-dealer, you need to comply with GBL, Article 23-A, section 359-e and section 359-f. This includes submitting a filing and obtaining an exemption letter upon written application from the New York State Department of State.

You can obtain the necessary forms and instructions by calling (212) 416-8121 or 8122, or by visiting the IPB web pages. The State Notice and Further State Notice and accompanying fees must be filed with the New York State Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany NY 12231-0001.

Here are the forms and instructions you may need for real estate and intrastate filings:

It's essential to note that issuers of real estate or mortgage securities must also comply with GBL section 352-e, which requires a filing and an exemption letter upon written application from the REF.

If you're making an intrastate offering of securities, you'll need to comply with GBL section 359ff by filing a prospectus and obtaining a filing letter or by obtaining from REF an exemption letter on written application pursuant to the Intrastate Financing Act Regulations.

The filing fee for the Supplemental Broker-Dealer Statement (M-3) is $30, payable to the New York State Department of Law. This fee applies when issuers and non-FINRA broker-dealers make changes to their registration statement, such as changes to their address, name, officers, directors, or principals.

Filing fees can be a bit of a challenge, but don't worry, I've got you covered. If your total offerings are $500,000 or less, the fee is a straightforward $300.

You'll need to make the check payable to the New York State Department of Law and reference your filer's name and file number (if you've been assigned one). If you're a member of FINRA, you can pay through their system, or if you're filing EFD or Blue Express, you can do so through those systems as well.

The Investor Protection Bureau now accepts electronic payments, which can be made through their ePayment portal. However, be sure to include the receipt you receive from the ePayment system with your submission, or it might get returned.

Here are the filing fee details in a nutshell:

Payments due to the Department of State cannot be made through the ePayment portal, so be sure to keep that in mind.