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The Broker-Dealer Practice Group counsels and represents a wide range of clients
engaged in providing brokerage, investment banking and investment advisory services,
including full service broker-dealers, discount brokers, exchange specialists,
direct access and floor brokerage firms, municipal securities dealers, investment
managers, funds, and banks.
The Group is comprised of attorneys with broad-based experience in the broker-dealer,
regulatory and investment advisory areas. Our goal is to provide clients with a
unique blend of backgrounds and supply a full complement of legal services to large and
small financial services organizations. Our Group members' experience is widely varied,
and not limited to a particular type of financial services organization or market segment.
The Group regularly advises clients on matters that directly affect the securities
industry, including:
Exchange Specialists, Floor Brokers and Direct Access Firms:
- Corporate and Capital Structure: LLCs, Partnerships, S Corps, C Corps; Debt-Equity
Considerations; Subordination Agreements
- Direct Access Qualification; Membership Applications
- Floor Trading Violations (Market Maintenance, Negative Obligations, Best
Execution, Reliquifications, On-Floor Trading, etc.)
- Examinations (Sales Practice/Financial/Special), Investigations and Hearings
- Clearing Agreements
- State Registration Issues
- Joint Account Agreements
- Seat Leases and ABC Agreements
Clearing Firms:
- Clearing Agreements
- Responsibilities of Introducing Firms vs. Clearing Firms
- Anti-Money Laundering
- SEC Rules 15c3-1 and 15c3-3; Margin Issues
- General Correspondent Matters
Investment Advisory Firms:
- Fund Structure and Formation
- SEC vs. State Registration Compliance
- Performance Fees
- Performance Disclosures; Section 206(4); Solicitation Fee Agreements
- Customer Account Structures, including Wrap Fee Issues
- Conflicts of Interest
- Section 28(e) and Soft Dollars
- Form ADV Disclosure Issues
Custom Tailored Work:
- Written Supervisory Procedures, Compliance Manuals and Other Policy Statements
- USA PATRIOT Act Compliance
- Continuing Education Programs
- Arbitration/Mediation (Customer-Member; Member-Member; Employee-Member)
- Regulatory Examinations/Audits/SEC and SRO Inquiries
- Market Surveillance and Enforcement Investigations and Proceedings
- Internal Investigations; "Wells" Submissions; Undertakings
- Day Trading; Electronic Trading
- Employment and Consulting Agreements; Employment Issues (Wrongful Termination,
Discrimination, Severance, etc.)
- Forms BD, U-4, U-5 and RE-3 Issues
- Statutory Disqualifications - Consequences and Proceedings; Acceptability
Hearings
Our varied experiences allow us to provide the functional equivalent of a
general counsel and staff for small to medium size firms that do not have an
internal legal staff. For medium size firms, we assist legal and compliance
professionals dealing with the wide range of issues they face, and apply our
broad experience to help our clients address their business issues and solve
their problems. For large firms with highly developed internal legal capabilities,
we provide specialized and focused services with the understanding that our
role is to support legal or compliance departments in dealing with the myriad
of problems that are too time intensive to be an efficient use of internal staff.
On a daily basis, we represent organizations and individual employees in regulatory
investigations and in litigation/arbitration matters, and we provide interpretative
advice on unique issues. We also have an active corporate merger and acquisition
practice and advise our clients in all aspects of strategic alliances and governance
issues.
For further information about Kelley Drye's Broker-Dealer Practice Group, please contact:
Paul F. McCurdy
(203) 351-8039
pmccurdy@kelleydrye.com
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