Quick Results
Practices

Broker-Dealer/Investment Adviser

Print Version

Baker Donelson's Broker-Dealer/Investment Adviser Group represents a wide range of organizations engaged in providing broker-dealer, investment advisory, investment banking, and investment company services.

Featured Videos

California Consumer Privacy Act Essentials for Broker-Dealer and Investment Advisory Firms December 10, 2019
Understanding and Applying the CFP Board's New Code of Ethics and Standards of Conduct November 20, 2019
2015 SEC Targets and 2016 Labor Law Challenges March 23, 2016

Practice Overview

Overview

Our practice spans many different areas of the industry, including regulation, compliance, enforcement, consulting, arbitration, litigation and internal investigations. As a result, we represent a range of organizations engaged in providing broker-dealer, investment advisory, investment banking, investment company, capital markets and banking services, with clients including national, regional and local broker-dealers, as well as investment advisers, dually registered firms, municipal advisors, municipal securities dealers, bank dealers, banks, capital markets groups, investment companies, investment managers and funds.

We have represented broker-dealers and investment advisers throughout the country in customer disputes related to a vast array of securities transactions including those involving private placements, alternative investments, REITS, EB-5 offerings, CDOs, municipal and corporate bonds, variable annuities, mutual funds, ETFs, and various other equity, debt, insurance, derivative, and hedge related products involving the following types of claims:

  • Unsuitability
  • Selling away
  • Unauthorized trading
  • Churning
  • Offering fraud
  • Common law fraud and misrepresentation
  • Breach of fiduciary duty
  • Failure to Supervise

We also have substantial experience representing industry firms and their associated persons in regulatory inquiries, examinations and enforcement proceedings involving the following, among other things:

  • Forms ADV, BD, U4, and U5 disclosure issues
  • Outside business activities and private securities transactions
  • Selling away
  • Research
  • Pricing
  • Suitability and disclosure issues related to complex products and private placements
  • Due diligence related to private placements
  • Mutual fund share-class issues
  • Insider trading
  • Violations of gift and entertainment rules and policies
  • Fee overcharges
  • AML issues
  • Cybersecurity matters
  • Reg S-P compliance
  • State/Federal, SRO registration and licensing issues
  • Internal investigations
  • "Wells" submissions

Additionally, our attorneys have handled employment related matters for broker-dealers, investment advisory firms, and other financial service organizations, including matters involving the following:

  • Raiding cases and other transition disputes
  • Non-solicitation agreements, non-compete agreements and garden leave provisions
  • Form U4 and Form U5 disclosures
  • Employee and independent contractor classification
  • Forgivable loans and promissory notes
  • Employee exemptions under the Fair Labor Standards Act
  • Trailing commissions, bonuses and other incentive compensation
  • Discrimination, diversity, and equal pay sensitivities
  • Mandatory vacation policies
  • Social media policies and bring your own device policies
  • Whistleblower protections and awards
  • Employment terminations and dispute resolution
  • Settlement and separation agreements
  • FINRA arbitrations
  • Form U5 expungement proceedings
Representative Matters
  • Successfully defended broker-dealer and registered representatives in FINRA arbitration in case involving the sale of alternative real estate investments that resulted in the election of a conservation easement.

  • Represented broker-dealer firm and its executive officers in FINRA arbitration involving $10,000,000 in claims for alleged breach of joint venture agreement, misrepresentation, and negligence in connection with firm's purchase and operation of mortgage-backed trading division. After two weeks of evidentiary hearings, arbitration panel issued award dismissing all claims against our clients.

  • Successfully represented SEC registered investment adviser in state court litigation filed by institutional customer arising out of recommendations to purchase securities issued by pooled trust preferred CDOs. Summary judgment award in client's favor upheld on appeal.

  • Represented selling broker-dealer and investment adviser in disposition of affiliated broker-dealer and investment adviser to third party acquiror.

  • Frequent representation of broker-dealers and registered investment advisers in litigation and in arbitrations involving claims of unsuitability, unauthorized trading, misrepresentation, churning, failure to supervise and breach of fiduciary duty.

  • Frequent representation of broker-dealer firms, registered investment advisers, registered representatives and third-party witnesses in responding to subpoenas, document requests from regulators, informal inquiries and formal investigations involving securities offerings, investment banking activities, alleged sales practice and supervisory violations, as well as compliance matters.

  • Represented a trust company client in sale of the company and the formation of a new trust company with respect to the spin-off of certain trust lines of business, including filing regulatory applications with state trust regulators.

  • Secured $4 million settlement for broker-dealer firm in an unfair competition case, where former employees attempted to misappropriate and use broker-dealer's trade secrets and confidential business information in a competitive start-up company.

Publications
Press Releases
In the News

Everybody at Baker Donelson, and it goes without saying, is smart, professional and interacts with our clients very well. The team is really good.

Vice President and Regional Manager at an investment banking and mortgage banking services provider to health care, senior living and housing organizations

Email Disclaimer

NOTICE: The mailing of this email is not intended to create, and receipt of it does not constitute an attorney-client relationship. Anything that you send to anyone at our Firm will not be confidential or privileged unless we have agreed to represent you. If you send this email, you confirm that you have read and understand this notice.
Cancel Accept