The lawyers in Mayer Brown’s Broker-Dealer practice provide a broad array of legal services to clients affiliated with US and non-US financial services firms, including investment advisers, investment funds, banks, insurance firms and other types of financial services intermediaries and their non-financial counterparties. We provide far-ranging insights to clients on the full-range of securities and derivatives brokerage and dealing activities and regulatory requirements—from federal, state and non-US organization and registration requirements,—to routine compliance, internal audits, regulatory inspections and enforcement.
Through our extensive experience, we have cultivated a distinguished worldwide reputation for our legal and practical acumen, thoroughness, responsiveness, creativity and integrity. We advise on regional, national and international matters to clients in the Americas, the United Kingdom, Belgium, Canada, China, France, Germany, Israel, Japan, the Netherlands, Switzerland and Hong Kong, and have long-standing relationships with key federal regulatory bodies around the world.
Scope of Broker-Dealer Practice
Our Broker-Dealer attorneys are practiced in the laws and regulations affecting firms transacting in securities. We have proven experience in registration requirements, compliance issues, mergers and successions, compensation arrangements and tax issues. Our lawyers also focus on matters concerning derivatives, regulated and unregulated investment vehicles, anti-money laundering and economic sanctions. We regularly advise clients on each element, step and strategy of their operations, providing ongoing counsel on such matters as:
- Soft dollar, client referral and networking arrangements
- Selling group and securities distribution agreements
- Prime brokerage arrangements
- Net capital, margin and customer protection rules
- Fidelity bonds and local insolvency regimes
- Introducing and clearing relationships
- Review of advertising and marketing materials
- Rules and regulations of the US Securities and Exchange Commission, the Securities Investor Protection Corporation, the Financial Industry Regulatory Authority and other applicable US self-regulatory organizations
- State and non-US “blue sky” laws
- Internal audits, responses to examinations and agency requests
- US Internal Revenue Code
- US Securities Act of 1933
- US Securities Exchange Act of 1934
- US Commodity Exchange Act
- US Investment Advisers Act of 1940
- US Investment Company Act of 1940
- Employee Retirement Income Security Act of 1974
- Gramm-Leach-Bliley Act of 1999
- USA PATRIOT Act of 2001
- Wall Street Reform and Consumer Protection Act of 2010 (“Dodd- Frank Act”)
- The UK Financial Services and Markets Act 2000 and its subsidiary legislation
- Rules and regulations of the UK Financial Conduct Authority (“FCA”) including the FCA Handbook
- Rules and regulations of the UK Prudential Regulation Authority (“PRA”) including the PRA Rulebook
- EU Regulations and Directives including:
- the Markets in Financial Instruments Regulation and Directive (“MiFID II”);
- the Market Abuse Regulation;
- the Alternative Investment Fund Managers Directive;
- the Regulation on Wholesale Energy Markets Integrity and Transparency;
- the European Market Infrastructure Regulation (“EMIR”); and
- the forthcoming EU Benchmark Regulation and the IOSCO Principles on Benchmarks.
- The UK Bribery Act 20104
- UK anti-money laundering legislation including the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Money Laundering Regulations 2007 and associated rules and guidance
Organization and Registration
Our Broker-Dealer practice advises financial services providers (including banks, trust companies, credit unions and thrifts) about broker-dealer "status" questions—e.g. whether a firm’s activities trigger registration or other regulatory requirements. We assist with such foundational matters as the preparation and filing of organizational documents and the examination of principals and registered representatives. Thereafter, we work closely with clients on all types of matters, from negotiating networking arrangements and designing complex compensation structures, to preparing responses to self-regulatory organizations and state securities commissions.
Compliance and Regulation
We provide ongoing advice on a wide range of compliance issues affecting broker-dealers. These include: trading, allocation and valuation procedures; reporting and recording obligations; custody arrangements; information barriers, compliance and supervisory policies; codes of ethics; privacy and safeguarding controls; disaster recovery and business continuity programs; reviews of advertising and performance materials; document retention policies and requirements; and use of web sites and marketing arrangements.
We counsel our clients in virtually every interaction they may have with a regulatory agency. This includes preparing and filing registration statements and forms for licenses, developing comprehensive operational policies, procedures and controls consistent with accepted industry best practices, and interacting with regulators on issues ranging from customer complaints and administrative actions to regulatory inspections and examinations.
Mayer Brown's Broker-Dealer practice is part of the broader Financial Services Regulatory & Enforcement practice involving lawyers in the Americas, Europe and Asia who work as a coordinated team to provide leading global financial services organizations with thoughtful and creative solutions to complex issues. We are a recognized leader in enabling our clients to achieve their objectives in a skilled and timely manner.