Broker-Dealer/Registered Investment Adviser

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Baker Donelson's Broker-Dealer/Registered Investment Adviser practice counsels and represents a wide range of organizations engaged in providing brokerage, investment banking and investment advisory services. Our clients include major national and numerous regional and local broker-dealers, as well as investment advisers, market makers and dual-registered firms, municipal securities dealers, investment managers, public and private funds and banks.

Our practice spans many different areas of the industry, including market regulation, securities enforcement, consulting, private client defense/arbitration, litigation and internal investigations. The group is comprised of attorneys with a wide range of experience in the broker-dealer, investment advisory and investment company areas. Our goal is to provide clients with a unique blend of backgrounds and to supply a full complement of legal services to large and small financial services organizations. Our group members' experience is widely varied and is not limited to a particular type of financial services organization or market segment. Our members have worked at the Securities and Exchange Commission, Office of the Comptroller of Currency and state securities agencies. They have also served as general counsel and other senior legal and compliance positions at broker-dealer and investment adviser organizations. This experience provides us with a unique perspective that allows increased sensitivity to the business goals and management of our client base.

Baker Donelson's lawyers have handled hundreds of arbitration matters across the country for broker-dealers, as well as litigation matters filed in state and federal courts. These matters concern customer disputes related to a vast array of equity, debt and insurance-related products involving claims such as traditional suitability allegations, selling away, unauthorized trading, churning, securities fraud and negligent supervision. Additionally, our attorneys have handled employment related matters for broker-dealers including raiding cases and matters involving forgivable loans.

The group regularly advises clients on matters that directly affect the securities industry, including:

  • Corporate and capital structure; LLCs, partnerships, S corps, C corps, debt-equity considerations and subordination agreements
  • FINRA membership applications
  • Market making and floor brokerage issues
  • Regulatory examinations/audits/SEC and SRO inquiries (sales practice/trading and market making/financial/specialized sweeps), investigations and hearings
  • Arbitration/mediation (customer-member, member-member, employee-member)
  • Market surveillance and enforcement investigations and proceedings
  • Internal investigations and "Wells" submissions
  • Clearing agreements
  • State registration issues
  • Responsibilities of introducing firms versus clearing firms (NYSE Rule 382 and NASD Rule 3230)
  • Anti-money laundering and customer identification programs
  • Net capital and margin issues
  • Broker transition matters including raiding and unfair competition claims
  • Mergers and acquisitions
  • Written supervisory procedures, compliance manuals and other policy statements
  • USA PATRIOT Act compliance (anti-money laundering and customer identification programs)
  • Business continuity planning
  • Continuing education programs
  • Employment and consulting agreements and employment issues (wrongful termination, discrimination, severance, etc.)
  • Forms BD, U-4, U-5 and RE-3 issues
  • Statutory disqualifications - consequences and proceedings

We also counsel investment advisory firms on issues such as:

  • SEC versus state registration and compliance
  • Written supervisory procedures, compliance manuals and other policy statements including codes of ethics, proxy voting and business continuity
  • Performance fees
  • Performance disclosures, Section 206(4) and solicitation fee agreements
  • Customer account structures, including wrap fee issues
  • Conflicts of interest
  • Section 28(e) and soft dollars
  • Form ADV disclosure issues
  • Internal audits and investigations.

In addition, Baker Donelson attorneys can provide counsel for private funds, hedge funds, offshore funds and other unregistered investment companies and their advisers. Our experience allows us to provide advice regarding fund formation, operation and compliance, including those funds managed by registered investment advisers.