Broker-Dealers, Securities Trading and Markets

Dechert’s broker-dealers, securities trading and markets group is an integral part of our financial services practice, which is one of the largest of any U.S. firm. Our lawyers have decades of experience working with financial intermediaries and markets. Dechert lawyers have served with FINRA’s Office of General Counsel and Enforcement Department and in several areas within the Securities and Exchange Commission (SEC), including the Division of Trading and Markets, the Division of Enforcement, the Office of Compliance Inspections and Examinations, and on the staff of a Commissioner, providing our team with an insider’s perspective on regulatory compliance and enforcement.

We address issues for a broad range of clients including global investment banks and asset managers, national and regional retail firms, investment advisers, municipal advisors, distributors and underwriters for registered investment companies, private funds, variable insurance products, boutique investment banks and introducing and clearing firms. We also advise market intermediaries, including alternative trading systems, electronic communications networks (ECNs) and exchange specialists.

Our lawyers counsel on complex compliance and risk management matters, short-selling, market and trading rules, investment banking and underwriting, research and soft dollars, net capital/customer financial protection and anti-money laundering issues. We also advise clients on compliance with MSRB rules, including G-37, and federal state pay-to-play laws. We help clients develop and implement supervisory systems, policies and procedures covering trading operations, retail and institutional sales practices, as well as public and private offering processes.

Dechert lawyers advocate on regulatory policy before the SEC and FINRA and serve as a catalyst for regulatory changes favorable to our clients. We regularly advise on registration, business expansion and licensing issues, assist clients in implementing business plans, obtaining FINRA and SEC approval for structural and organizational changes and assure compliance with the complex regulations impacting our clients’ businesses. We also represent clients in regulatory examinations, investigations and enforcement actions.

Our representations have included advising on Regulation SHO and short-selling issues and advising research providers in connection with proposed changes to soft dollar regulations. We have formed broker-dealers engaged in market making, agency trading, retail sales and distribution, mergers and acquisitions and the placement of private equity. Our lawyers also represented one of the world’s largest financial services firms and an Investment Company Institute (ICI) working group on the sale treatment of Rule 12b-1 revenue streams, persuading the SEC, NASD, and FASB to permit “true sale” accounting for the sale of 12b-1 flows from B shares, which helped our client avert massive capital contributions to its broker-dealer subsidiary and preserved the industry’s ability to finance commissions on sales of B shares.

Dechert lawyers advise foreign mutual funds in connection with gaining access to the U.S. IPO market, foreign money managers seeking to market the products and services to investors in the U.S. and specialists in developing compliance procedures to prevent trading violations. We counsel clients regarding regulatory compliance matters, including the implications of Regulation NMS, addressing the regulatory needs of domestic and foreign financial institutions and their dealings with the SEC, FINRA and other regulators. Additionally, we have advocated on behalf of money managers, large brokerage firms and market centers on issues raised by proposed regulations.