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Broker-Dealer Compliance + Regulation

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Morrison & Foerster counsels broker-dealers – including independent broker-dealers and the broker-dealer affiliates of major financial institutions, hedge funds, investment advisers and audit companies – on a full range of issues related to compliance, regulation and enforcement by the U.S. Securities and Exchange Commission (SEC), state securities regulators, the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations (SROs).

We leverage the experience and knowledge of a multidisciplinary team of lawyers, which includes several former senior officials of both the SEC and FINRA, and apply an industry-focused approach to advise our clients on all regulatory compliance and enforcement issues unique to the securities industry, including:

  • Application, formation and registration of broker-dealers;
  • Development and application of internal compliance and supervisory procedures;
  • Foreign broker-dealer exemption issues, including guidance on Rule 15a-6, Rule 144A and Regulation S;
  • Mergers, acquisitions, restructuring and other business transactions;
  • Records retention, reporting and privacy policies;
  • Research analyst, content and disclosure;
  • Sales practices, including advertising, marketing and other customer communications; and
  • Trading practices, including issues related to Rule 144, Rule 10b5-1 and Regulation M.

Enforcement and Litigation. While we take every measure to ensure our clients' compliance with all federal and state securities laws, we also understand the unavoidable risks of alleged non-compliance and the resulting actions and investigations. When necessary, we call on the firm's Securities Litigation, Enforcement + White-Collar Criminal Defense lawyers, many of whom are experienced broker-dealer practitioners, to defend our clients and their officers and directors in enforcement actions, investigations, class actions, derivative actions and in other litigation arising from securities activities.

Capital Markets. Our international footprint and experience representing the broker-dealer affiliates of some of the world's largest financial institutions position us at the intersection of banking and securities regulation. Working closely with our Capital Markets lawyers, we assist our financial institution clients to develop new financial products and securities offering methodologies, and prepare offering documentation that complies with federal, state and relevant international securities laws, including U.S. banking laws, where applicable.

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