Brokers, Exchanges, and Trading

We consider arrangements fund sponsors and corporate issuers enter with parties raising capital on their behalf, including unregistered “finders,” venture “scout” programs, and the proverbial “line” between regulated and unregulated activity, including available exemptions from broker registration.

We guide new brokers, ATSs, and funding portals through SEC registration and securing FINRA membership, structuring considerations, and clearing and other commercial agreements. Our expertise covers private placement agents, full-service retail and institutional brokers, novel digital asset brokers, and platforms for private-share secondaries.

We advise on personnel registration and licensing, recordkeeping (including “WORM” and revamped “audit trail” requirements), marketing and advertising (including FINRA standards and the SEC “Marketing Rule” effects on brokers), supervision, trading (including best execution) and sales practices (including Reg. Best Interest and conflicts of interest).

We shepherd clients through routine and for-cause examinations and investigations by the SEC, FINRA, and states, harnessing experience from hundreds of enforcement actions and exams, both supporting clients and working on the “other side of the table” at the SEC and FINRA.

We quarterback regulatory aspects of M&A transactions involving brokers, exchanges, and ATSs, including required approvals (like FINRA “continuing membership applications”), filings, and notices. Our team reviews deal documents, performs diligence on targets, and advises on operational considerations (like splitting or integrating systems, people, and contractual relationships).

We advise on policy and rulemaking from the SEC and other regulators using our unique experience working at the SEC and FINRA (and across from them for decades), and we advocate for clients via comment letters and direct engagement with regulators.

We represent fund sponsors, placement agents, underwriters, and others in the securities distribution chain, including preparing and negotiating placement agent agreements and advising on related SEC and FINRA distribution rules.

We help clients navigate new business initiatives like expansions into new asset classes (e.g., crypto or options) or engaging in secondary activity as an ATS, including advice on required regulatory permits, personnel licensing, product deployment, and commercial relationships.