SiteProfessionals
  • Print

Financial Services Litigation & Regulation

LeClairRyan's Financial Services team is comprised of attorneys with a breadth of substantial experience in the broker-dealer industry, including regulatory issues (domestic and foreign), corporate finance structure, principal and agent trading, investment advisory issues, industry and customer arbitrations, and federal, state and self-regulatory organization investigations and enforcement matters.

Corporate Finance

Our team has represented many broker-dealers in initial and secondary public offerings as well as in private placements of stock and debt. Our depth of experience in financing activities includes: 

  • Prime brokerage and equity lending
  • SEC compliance and reporting
  • Venture capital finance
  • Mergers, acquisitions and divestitures
  • Federal and state securities regulation
  • Public finance
  • Broker-dealer formation, registration, operation and compliance
  • Investment adviser registration, operation and compliance
  • Convertible and straight debt offerings
  • Issuance of revenue bonds and tax-exempt bonds
  • Underwriter representation for the issuance of corporate and municipal securities
  • Offerings of common and preferred stock
  • Management buyouts
  • Real estate syndication
  • Sale-leaseback arrangements
  • International joint ventures with foreign brokers

Advisory and Counseling

Regulatory counseling

Our attorneys take a proactive approach in the area of regulatory counseling, as we believe a primary goal of effective representation is helping clients avoid problems before they happen. The palette of services we provide in this area includes:

  • Helping broker-dealers comply with regulatory filing and recordkeeping requirements
  • Assisting with regulatory examinations and audits
  • Training sales and trading personnel in compliance matters
  • Advising broker-dealers on new rulemaking and recent regulatory interpretations affecting their businesses
  • Ensuring FINRA regulatory compliance
  • Transacting business in foreign countries, including membership in foreign exchanges

Broker-dealers

Our attorneys who focus on advisory and counseling have vast experience assisting entities of all sizes with the formation and registration of new broker-dealers, including satisfying SEC and state registration and FINRA membership requirements. We advise broker-dealers on all aspects of regulatory compliance including: 

  • Supervision
  • Responding to investigations and examinations by the SEC and self-regulatory organizations
  • Advising on new developments regarding industry rules and regulations
  • Counseling on trading, capital markets, net capital and research issues (both equities and fixed income)
  • Advising on product sales (variable annuities, auction rate securities, mutual funds, etc.)
  • Preparing regulatory filings and compliance and supervisory policies and procedures
  • Advising on employment-related issues such as registered representative hiring and terminations

Capital markets and market structure

Our attorneys are skilled at effectively counseling clients on sales, trading and capital market issues and are conversant with the rules and regulations governing all types of financial and capital markets. We have particular experience in electronic trading, the implementation of Regulation NMS and its related rules and interpretations, and cross-border sales and trading issues. We represent investment banking firms in connection with market offerings, PIPE offerings, initial and secondary public offerings and venture capital investing. We also advise on offering circulars and disclosure documents related to certain distributions, transactions or specific products.

Derivative products

Derivatives, such as options and futures, are increasingly displacing straight equity trading as an important driver of the global financial marketplace, and our attorneys have a wealth of experience advising clients on a variety of derivative products. Additionally, we advise traders on their hedging and risk management strategies and tools, ensuring compliance with relevant rules and regulations. We also advise clients on the creation of new products and the appropriate sales and marketing disclosures and procedures associated with them.

Investment advisors

Our attorneys advise domestic and foreign money managers, public investment advisors, institutional advisors, private equity managers, hedge fund managers and commodities pools. We provide securities, commodities and financial futures legal advice regarding registration requirements, compensation, disclosure, soft dollars and reporting requirements. We have assisted investment advisors in registering with the SEC and various state regulators; we also have conducted compliance reviews for some of these clients.

Hedge funds

Our attorneys assist clients with the formation, structuring and representation of domestic and off-shore hedge funds. We have established and advised both equity-only funds and funds that use complex hedging techniques in conjunction with derivatives and financial futures. We provide ongoing regulatory and compliance advice about securities, commodities, tax, ERISA (pension law) and other applicable laws. We specifically counsel about information barriers, reporting, valuations and disclosure.

Our advisory capacity spans a range of federal and state securities laws, including the Securities Act of 1933, the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Commodities Exchange Act. Our services include drafting and negotiating partnership agreements and limited liability company agreements, and we also assist private and institutional investors with hedge fund investments.

Mortgage-backed securities and other structured products

Our attorneys have handled disputes involving mortgage-backed securities and a variety of other complex financial instruments and transactions. We provide timely and well-coordinated representation to protect our clients’ interests. We have represented major lenders, broker-dealers, insurers, financial institutions and mortgage loan originators in matters involving troubled mortgage-backed securities, collateralized mortgage obligations, sub-prime mortgages and commercial paper.

Enforcement, Investigations and Litigation

Defense of investigations and enforcement actions

Experience sets our attorneys who focus on enforcement and investigations apart from the crowd. Among our team members in this practice are attorneys who have held positions at the SEC, AMEX, and the U.S. Department of Justice. We counsel and defend individuals and entities in connection with inquiries, investigations, and civil and criminal enforcement actions initiated by various government regulatory agencies and self-regulatory organizations. Our attorneys defend clients before the SEC, FINRA and state regulatory agencies and are well versed in the regulations and processes of these organizations.

Internal investigations

Our attorneys are frequently retained by corporations, boards of directors and board committees to conduct internal investigations and reviews on their behalf. We have conducted internal investigations covering a variety of topics, including alleged financial fraud, recordkeeping and regulatory compliance. Our attorneys demonstrate sensitivity and discretion regarding the issues encountered during internal investigations, such as confidentiality concerns, personnel privacy and attorney-client privilege.

White-collar criminal defense

We are experienced in providing rigorous defense to corporations and individuals under investigation for, charged with, suspected of criminal law violations, or who may be witnesses in connection with such alleged violations. We represent clients before the U.S. Department of Justice, SEC, and various state Attorneys General’s Offices and local District Attorneys’ Offices. We also have a keen appreciation of the issues facing organizations and individuals when confronted with matters relating to the Foreign Corrupt Practices Act (FCPA).

Arbitration

Our attorneys routinely represent broker-dealers in industry and customer actions before FINRA and other self-regulatory organizations. Our experience includes stock loan issues, failed transactions, employment, garden variety customer disputes, annuities, raiding cases, and other issues that affect the broker-dealer industry. Our attorneys have an in-depth knowledge of the arbitration process and appear in arbitrations throughout the United States and in foreign venues.

Litigation

Given the high stakes of many of today’s financial lawsuits, corporate decision makers understand the importance of seeking legal representation from a firm with extensive experience in the broker-dealer industry. To that end, our attorneys are frequently called upon to defend broker-dealers in class action litigations and represent them in matters related to mutual fund timing, insider trading, accounting issues, and mark-up and mark-down pricing issues among others in state and federal courts across the nation.

Representative Matters

  • Representing companies and individuals before the U.S. Department of Justice and the SEC on numerous matters, including potential violations of the FCPA. Representation includes conducting internal investigations, implementing remedial measures and negotiating resolutions.
  • Assisting top executives and general counsel to verify if their worldwide organizations are compliant with best practices and the U.S. Federal Sentencing Guidelines Manual; implementing risk-monitoring processes to detect and prevent employee misconduct relating to the FCPA. 
  • Represented public company in U.S. Department of Justice investigation into alleged insider trading and improper sales of securities.
  • Represented underwriting syndicate in connection with firm commitment public offering of $45 million of gross proceeds for NYSE Amex listed company. 
  • Represented underwriting syndicate in connection with firm commitment public offering of $86 million of gross proceeds for NYSE Amex listed energy company.
  • Represented purchaser in connection with acquisition of FINRA registered broker-dealer firm.
  • Represented FINRA registered broker-dealer firms in connection with FINRA 1017 applications.
  • Represented FINRA broker-dealer firms in connection with various FINRA Rule 5110 corporate finance filings and reviews. 
  • Represented FINRA broker-dealer firms in connection with PIPE transactions. 
  • Represented broker-dealer in customer disputes in arbitrations.
  • Represented witnesses and entities in SEC investigations. 
  • Represented broker-dealers in motions to compel arbitrations under FINRA rules. 
  • Represented broker-dealers in failure to supervise claims. 
  • Represented clients in disputes before state securities division.
  • Represented parties and witnesses in state division of securities investigations.