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Practices

Broker-Dealer/Investment Adviser

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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.

Why Baker Donelson?


Represent 50 broker-dealer and investment adviser clients across 19 states and Washington, D.C.
150 attorneys serving the financial services industry
Named a Tier 1 firm nationally for Litigation - Banking and Finance by Best Law Firms® in 2024

Practice 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
  • Defended a national broker dealer in an alleged Ponzi scheme, including resolution of multiple lawsuits and arbitrations.

  • Successfully defended a broker-dealer and registered representatives in a FINRA arbitration case involving the sale of alternative real estate investments.

  • Represented numerous 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.

  • Defended broker-dealer and bank dealer in civil litigation and in securities arbitrations arising out of sale of CDO products.

  • Frequent defense of broker-dealers and registered investment advisors in SEC enforcement actions.

  • Frequent representation of broker-dealers and investment advisers in connection with regulatory cycle and for cause examinations.

  • Represented registered investment advisors on series limited liability company structure for fund investments.

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