Overview
Our broker-dealer team provides sophisticated counsel to U.S. and global-leading financial institutions and private equity firms seeking broker-dealer regulatory and compliance guidance. We advise on formation and registration of broker-dealers, ongoing compliance for broker-dealers, and SEC and FINRA examinations of broker-dealers. On the transactional side, we advise on acquisitions and dispositions of broker-dealers, as well as investments in broker-dealers. In addition, our team helps broker-dealer clients resolve government and self-regulatory investigations, enforcement actions, and complex litigation and disputes.
Our clients include full service broker-dealers, broker-dealers affiliated with private and registered funds, and investment banking boutiques. In addition to representing several bulge bracket private equity and financial institution firms in connection with their broker-dealer needs, we represent a significant number of broker-dealers that sell their affiliated investment adviser’s private funds and/or registered funds, and we work with many private equity firms’ affiliated broker-dealers that participate as underwriters in capital markets activities for the funds’ portfolio companies and/or provide syndication services in connection with co-investments. We also assist non-U.S. broker-dealers that seek to conduct a securities business in the United States, as well as U.S. clients seeking an exemption from U.S. broker-dealer registration.
Ropes & Gray is uniquely positioned to advise broker-dealers affiliated with investment advisers to private and/or registered funds. We were recently named firm of the year by U.S. News & World Report-Law Firm of the Year for "leveraged buyouts and private equity", as well as ranked Tier 1 in "mutual funds law, private funds/hedge funds law, leveraged buyouts and private equity."
Experience, Clients & Awards
Broker-dealer formation, registration and FINRA membership
- Advise on organizational structures
- Prepare and file SEC registration forms
- Prepare and file new membership applications with FINRA
- Develop business plans
- Create written supervisory procedures manuals and related compliance manuals
- Attend membership interviews with FINRA
- Determine whether new activities require FINRA approval and assist with materiality consultations and continuing membership applications
Ongoing Exchange Act and FINRA compliance issues
- Licensing
- Advertising
- Financial and operational rules
- Supervisory systems
- Written supervisory procedures
- Netcapital
- Record retention requirements
- Social media and other forms of electronic communication
- Outside business activities and private securities transactions
- Regulatory reporting requirements
- Self-reporting under FINRA Rule 4530
- Regulation Best Interest and FINRA suitability
- Placement agent and intermediary arrangements
- Clearing, prime brokerage and customer agreements
- Business line expansions
SEC and FINRA Examinations
- Provide insight into SEC and FINRA priorities
- Prepare clients for SEC and FINRA exams
- Assist with document gathering and team preparation for interviews
- Review presentations for regulators
- Assist with post-exam needs, including updates to policies and procedures
Litigation and enforcement matters
We represent broker-dealers and their employees in:
- Investigations, enforcement actions and disciplinary proceedings brought by securities regulators
- Claims brought by private individuals
- Complex disputes regarding industry practices
- Sales practice arbitrations
- Commercial agreements involving broker-dealers
- Inquiries, investigations, and enforcement proceedings
- Blue sky and SRO matters
- State and federal court litigation
- Appeals
Broker-dealer acquisitions, dispositions and investments
- Conduct due diligence
- Advise on transaction terms
- Prepare and submit regulatory filings and obtain regulatory approvals
- Counsel on post-closing integration
- Deal financing, including capital requirements and compliance issues
Here are a few of the many broker-dealer clients we represent:
- Allianz Global Investors Distributors
- Bain Capital Distributors
- BC Partners
- BDT & Company, LLC
- Blackstone Securities Partners
- Cohen & Steers Securities
- Deutsche Bank Securities, Inc.
- FEF Distributors, LLC
- Houlihan Lokey Capital, Inc.
- iCapital Securities
- Invesco Capital Markets
- Invesco Distributors
- J.C. Flowers Securities
- John Hancock Distributors
- LPL Financial
- Morgan Stanley
- Oppenheimer Distributors Inc.
- PIMCO Investments
- Siguler Guff Capital Markets
- TCG Capital Markets
- TCG Securities
- TPG Capital BD
- U.S. News “Law Firm of the Year” Awards – Leveraged Buyouts and Private Equity (2023)
- U.S. News – Nationally Ranked Tier 1 in Mutual Funds Law, Private Funds/Hedge Funds Law, Leveraged Buyouts and Private Equity
- Ranked by Chambers USA 2023 as a top-tier firm for Hedge & Mutual Funds, Investment Funds: Investor Representation, Investment Funds: Registered Funds and Private Equity: Buyouts and Private Equity: Fund Formation. In 2017, the firm was awarded the Client Service Award for Investment Funds.
- Chambers Global: Multi-Jurisdictional – Ranked Tier 1 in in Investment Funds: Hedge Funds, Investment Funds: Private Equity: Fund Formation (2023)
- The Legal 500 U.S. – Ranked Tier 1 in Investment Fund Formation and Management: Alternative/Hedge funds (2022), Investment Fund Formation and Management: Mutual/Registered/Exchange Traded Funds (2022), Investment Fund Formation and Management: Private Equity Funds (including Venture Capital) (2022)
- International Finance Law Review – Ranked Tier 1 in Private Equity Transactions, Private Equity Funds, Registered Funds (2022, United States), Ranked Tier 1 in Private equity, Private equity funds, Registered funds, Financial services regulatory (2021, United States), Ranked Tier 1 in Private equity funds, Registered funds, Financial services regulatory (2020, United States)
- International Finance Law Review – Named a Finalist for Private Equity Team of the Year (2020)
- Law360 Practice Group of the Year – Private Equity (2019, 2020)
The broker-dealer team is extremely knowledgeable and responsive when I reach out on broker-dealer matters. They work with a number of our peer firms and provide extremely valuable insight into how other firms are thinking about certain matters.
