Mayer Brown has a reputation for helping broker-dealer clients meet high standards of regulatory compliance and for collaborating with industry leaders to advance thinking on public policy and best practices.
Scope of Broker-Dealer Practice
We counsel clients in multiple jurisdictions on the full range of regulatory requirements applicable to brokerage and dealing in securities, security futures, security-based swaps and similar financial instruments. We have long-standing relationships with key regulatory bodies around the world, including the US Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the UK Financial Conduct Authority and the UK Prudential Regulation Authority.
- Soft dollar, client referral and networking arrangements
- Selling group and securities distribution agreements
- Prime brokerage arrangements
- Net capital, margin and customer protection rules
- Introducing and clearing relationships
- State and non-US “blue sky” laws
Exemptions and Exceptions
We advise financial institutions (including banks, trust companies, credit unions and thrifts) about “status” questions—i.e., whether an institution’s activities trigger registration or other regulatory requirements (e.g., distinctions between brokers and finders or dealers and traders). If registration requirements are triggered, we assist clients in evaluating whether various exemptions or exceptions are available. For example, we advise non-US banks regarding the conditional exemptions from SEC broker-dealer registration under the Securities Exchange Act of 1934 Rule 15a-6. Similarly, we advise US banks regarding the so-called bank/broker-dealer “push-out” exceptions in the United States under Regulation R and related Exchange Act rules.
Registration and Ongoing Compliance
For clients that are not exempt from broker-dealer regulation, we help prepare organizational documents and licensing materials. We further provide advice with respect to trading procedures; reporting and obligations; information barriers, compliance and supervisory policies; data privacy; business continuity programs; reviews of advertising materials; recordkeeping; and the use of websites and electronic delivery.
We prepare clients for interactions with regulators on issues ranging from customer complaints and administrative actions to regulatory inspections and examinations.
- Non-US banks and brokers regarding exceptions or exemptions from SEC broker-dealer registration (e.g., limited cross-border contacts under Exchange Act Rule 15a-6)
- Financial services firms and trade associations in drafting comment letters on rulemakings by the SEC, other US federal regulators, and FINRA
- Securities intermediaries with broker and dealer status questions (e.g., distinctions between brokers and finders or dealers and traders)
- US registered broker-dealers in responding to inquiries/comments from the SEC, other US federal regulators, and FINRA
- US banks regarding securities brokerage advice and dealing "push-out" requirements
- US registered broker-dealers in complying with rules and regulations of the SEC, FinCEN, other US federal regulators, FINRA, and other securities self-regulatory organizations