Broker-Dealers, Investment Advisers and Commodities Firms


Day Pitney attorneys regularly counsel broker-dealers, investment advisers, banks and other financial institutions on the laws, rules and regulatory developments affecting their businesses. We understand the unique challenges these heavily regulated financial firms face, in part because several members of our team have served as in-house counsel for registered broker-dealers, investment advisers and hedge funds.

We provide advice to both U.S. and foreign clients on handling day-to-day compliance matters, addressing new legislative and regulatory developments, and enhancing policies and procedures. Our attorneys represent financial firms and their associated persons in examinations, investigations and enforcement proceedings by the Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), self-regulatory organizations, state attorneys general, and state securities regulators. Our knowledge of our clients' business informs our representation of broker-dealers, investment advisers and other financial market participants in corporate and commercial transactions, including mergers and acquisitions matters.

Our services include the following:

Entity formation and registrations. Creating and registering new broker-dealers, investment advisers, and futures and swaps market participants, including counseling on organizational structure, drafting organizational documents, developing and documenting policies and procedures, and obtaining regulatory approvals.

Transactions. Advising on mergers and acquisitions, restructurings, and changes in ownership, operations and management.

Foreign broker-dealers. Advising foreign entities on permissible activities in the United States (SEC Rule 15a-6), and assisting with structuring chaperoning agreements.

Dodd-Frank implementation. Assisting firms with preparing for and adapting to the new derivatives regulatory framework, including advising on swap trading relationship documentation requirements, mandatory clearing, margin rules and trading on swap execution facilities.

Compliance policies and procedures. Reviewing and enhancing compliance and supervisory policies and procedures, including compliance manuals and codes of conduct, in response to new legal and regulatory developments; conducting both comprehensive and targeted reviews/audits of compliance programs; developing compliance training programs; providing guidance on best practices and effective implementation of procedures.

Regulatory and compliance advice. Providing advice on day-to-day compliance and regulatory issues, including best execution, use of solicitors/finders, information barriers and outside business activities. Many of our clients are registered as both broker-dealers and investment advisers, and we advise them on the special challenges facing dual registrants.

Account maintenance. Providing advice on client agreements and forms, USA PATRIOT Act compliance, policies and procedures for different account types, and appropriate standards for exception processing.

Investment banks. Advising on due diligence best practices and maintenance of information barriers; review of marketing materials, engagement letters and nondisclosure agreements; and handling of conflicts of interest.

Examinations and enforcement defense. Providing guidance in preparation for regulatory exams and sweeps; representing firms in connection with regulatory inquiries and subpoenas, including collecting and producing documents and negotiating with regulators; conducting internal investigations; representing associated persons during "on the record" interviews and depositions; responding to Wells notices.

Litigation and arbitration. Representing firms and their associated persons in actions brought by customers and in disputes with current and former employees.