Bingham offers diverse yet focused services that address the specialized regulatory issues related to the capital and trading markets. We are one of a select list of firms that maintains a dedicated group of broker-dealer lawyers with proficiency in complex regulatory issues. Our industry and regulatory knowledge equips us to help clients conduct their operations, complete their transactions and respond to regulatory inquiries.
The practice group includes former senior lawyers from the SEC, as well as former chief state securities regulators who have had extensive experience with the SEC Divisions of Trading & Markets, Enforcement and Investment Management and the General Counsel’s Office. Our team also counts as members many former in-house lawyers, including general counsel, from such industry leaders as UBS Financial, Charles Schwab, Bear Stearns, JPMorgan Chase, Fidelity and Merrill Lynch. In short, we understand the brokerage business and its regulatory environment from an industry insider’s perspective — to a greater degree than perhaps any other law firm.
Counselors in our Trading & Markets practice focus on advising clients on the interpretation of and compliance with the laws and rules governing the sales and trading of securities. These include all relevant federal, state and SRO statutes or rules such as the Securities Act of 1933, the Securities Exchange Act of 1934, the USA PATRIOT Act, Sarbanes-Oxley and Gramm-Leach-Bliley, as well as all the rules of FINRA and other industry SROs, the MSRB and state “blue sky” laws. Together with our colleagues in the Investment Management and U.K. FSA practices, we counsel dual-registrant broker-dealers and investment advisers on the Investment Company and Investment Adviser Acts of 1940 and provide advice on the distribution of mutual funds, variable annuities, hedge funds and other investment products.
We evaluate new products and services and assist clients with implementing new rules and regulatory guidance. We advise on a wide spectrum of retail and institutional brokerage issues, including reporting obligations, trading issues, disclosure, net capital, Regulation T and other back-office questions. We also undertake a variety of special projects, such as the development of institution-wide, comprehensive written supervisory policies and compliance procedures. We have also served as Independent Compliance Consultant to review broker-dealer and investment adviser policies and procedures after settlements of SEC and SRO enforcement matters.
The combination of our regulatory and transactional experience enables us to provide clients with advice and assistance on the viability of proposed transactions. For example, we can promptly and efficiently draft clearing agreements and provide net capital and margin opinions for the execution of large deals. We can assist on due diligence for proposed acquisitions and investments in broker-dealer and investment advisers.
When necessary, we obtain informal advice and public no-action letters from regulators. We assist clients in responding to direct inquiries from federal and state regulators and FINRA and have handled matters requiring simultaneous responses to as many as seven different government agencies. For example, we assist with SEC best execution examinations and industry sweeps and prepare responses to deficiency letters. Because we also maintain a leading Securities Enforcement practice, we can provide clients a seamless transition to the defense of their practices and procedures if exam findings are referred to examiners.
Our proficiency in regulation and operation of the capital markets also allows our litigation and arbitration teams to defend the most complex and specialized industry disputes and to handle regulatory investigations of matters that are simultaneously in private litigation or arbitration.
Our trading & markets clients include leading national, regional, full-price, discount, introducing and clearing, retail and institutional broker-dealers, investment banks, bank and insurance-affiliated broker-dealers, mutual fund distributors, as well as securities exchanges, alternative trading systems and market data vendors. Our advice covers a broad range of topics, including:
- Advertising rules
- Anti-money laundering
- Best execution
- Bank-brokerage rules
- Branch office supervisory issues
- Communications with the public
- Compliance and surveillance procedures
- Confirmations and customer statements
- Conflict of interest reviews
- Customer protection rules (net capital and reserve calculation)
- ECNs
- Equities and options sales practices
- Fee-based brokerage accounts
- Firm supervisory procedures
- Fixed income compliance
- Gifts and gratuities compliance
- Investment adviser issues
- Margin rules
- MSRB issues
- Mutual fund revenue sharing issues
- Mutual fund sales practice issues
- NASDAQ and OTC market making
- Order Audit Trail System (OATS)
- Order handling rules
- Order routing disclosure
- Privacy/data security
- Records retention (electronic and paper)
- Registration issues
- Regulation NMS and market structure rules
- Regulation M
- Regulation R
- Research analyst rules
- SEC and SRO exam responses (cycle and sweep exams)
- Short sale rules
- Soft dollars
- Specialist obligations
- Suitability and churning
- Trade and quote reporting
- Trading practices rules
- U-4, U-5 and RE-3 reporting obligations
- Variable annuity suitability/compliance
In short, the depth and breadth of our experience, coupled with our familiarity with agency practices and personnel, enable us to handle the most complex trading and market regulation issues efficiently and effectively.