Kelley Drye helps clients in the securities industry achieve their business objectives by guiding them through the ever-shifting landscape and handling their most complex corporate, regulatory enforcement and litigation matters. Our broker-dealer practice includes lawyers based in New York, Connecticut, Washington, D.C., New Jersey and Illinois, a footprint allows us to monitor and track trends in regulatory agencies’ regional offices and in district courts and to transform this knowledge into legal strategies. A broad range of clients rely on Kelley Drye for representation, including brokerage firms, investment and financial advisors, transfer agents, private equity firms, hedge funds, foreign investors, options execution firms and direct access firms. We counsel clients dealing with examining authorities regulatory investigations, internal investigations; in market surveillance and enforcement proceedings and contested matters; and in state registration issues, arbitrations and courtroom challenges. Our specific experience in these areas includes trade disputes, customer complaints, clearing agreements, subordination agreements, USA Patriot Act compliance programs, SEC Rules 15c3-1 and 15c3-3, and margin and credit issues. We also have the experience necessary to provide interpretive advice when a client is grappling with a one-of-a-kind legal issue.
The Kelley Drye team assists investment advisory firms and hedge funds with fund structure and formation, SEC vs. state registration compliance, performance fees, fee agreements, and Section 28(e) and Form ADV disclosure issues.
Our practice group advances client interests in these ways:
- Litigation and Arbitration – Handling disputes involving regulatory issues, contract claims, unfair trade practices and unfair competition claims, raiding claims, franchise disputes, class action defense, and litigation involving real estate, environmental, products, bankruptcy, antitrust, employment and intellectual property.
- Regulatory and Compliance – Representing clients on all aspects of SEC and FINRA compliance including registration, development and application of internal compliance and supervisory procedures, obtaining approvals for structural and organizational changes, and sales practices.
- Labor and Employment – Counseling clients on strategies for avoiding litigation, defending lawsuits, and representing them before federal, state and local agencies.
- Employee Benefits and Executive Compensation – Advising clients on various forms of executive compensation, including accounting treatment and securities laws issues, as well as employment and severance agreements. The firm advises several brokerage firms on sponsoring IRAs and prototype retirement plans, and represents many senior executives and firms on Wall Street in employment agreements and negotiations.
- Enforcement, White-collar Crime and Internal Investigations – Representing businesses, securities brokerages and corporate executives in internal investigations, enforcement proceedings and other contested matters.
- Advertising – Guiding clients’ competitive strategies through a combination of experience: in advertising litigation and National Advertising Division proceedings; in the area of advertising, promotion marketing, and privacy law; and at the Federal Trade Commission, the offices of State Attorneys General and the networks.
- Government Relations and Public Policy – Helping clients achieve and maintain market leadership through strategies that encompass multiple forums, using law, economics, government relations and public relations, as needed. Kelley Drye’s services range from strategic campaigns encompassing public relations and litigation, to regulatory efforts, to legislative affairs management and advice on specific initiatives.
- Technology and Licensing – Representing clients in drafting and negotiating technology license and service agreements, stock clearing agreements, direct access agreements and reporting agent transmission agreements. Additionally, our lawyers regularly represents clients in arrangements involving the outsourcing of their IT functions and business processes to third-party service providers.
Kelley Drye integrates its significant broker-dealer experience with an array of complementary legal capabilities in such areas as litigation, labor and employee benefits and executive compensation, white collar crime and internal investigations, advertising and government relations. This multidisciplinary approach allows us to quickly assess a client’s challenges, formulate the most effective legal strategies, and the muster right legal team to respond.
Broker-Dealer Practice Group Biographies
Paul McCurdy is the Chair of Kelley Drye & Warren and the Broker-Dealer practice group. His practice focuses on counseling firms and individuals in regulatory, compliance, litigation and corporate matters. Paul represents clients in internal investigations, enforcement proceedings and contested matters ranging from clearing and partnership disputes to customer complaints. He has represented and defended witnesses in regulatory maters in more than 150 on-the-record interviews. Paul serves as an arbitrator and chairperson for FINRA and is a guest commentator in industry press. Paul is ranked nationally in the Financial Services - Broker Dealer Regulation arena by Chambers USA: America’s Leading Lawyers for Business, 2008-2012.
M. Ridgway Barker counsels securities and investment advisory firms on regulatory and compliance matters as well as on corporate structure, corporate governance and financing matters. He is chair of Kelley Drye’s Corporate Finance and Securities practice group.
Joshua A. Berman focuses his practice on complex commercial litigation, corporate control disputes and securities and financial industry matters. He has represented a spectrum of businesses and high-net-worth individuals from Fortune 500 companies to closely held corporations and other entities in industries including private equity, investment banking, real estate, telecommunications and pharmaceuticals.
Joseph A. Boyle represents broker-dealers and other financial services firms in adversarial proceedings and has substantial first-chair and appellate litigation experience. He handles arbitrations, unfair competition litigations, investigations and trials.
Brian J. Calvey represents broker-dealers and specialist firms in connection with mergers and acquisitions transactions, organizational issues, operating agreements, shareholders agreements and on a variety of other corporate issues. He has nearly 30 years of experience in corporate and securities law, advising clients ranging from privately held entities to Fortune 500 companies. Brian has a broad background in mergers and acquisitions, strategic alliances, corporate finance, corporate governance issues and a wide range of commercial agreements.
Richard S. Chargar counsels banks and brokerage firms on sponsoring IRAs and prototype retirement plans, including the legal and tax implications associated with the operation and administration of such plans. He represents clients on all aspects of executive compensation, including deferred compensation, supplemental executive retirement plans, equity-based compensation, and employment and severance agreements. Richard advises clients on design implementation and administration of qualified retirement plans and welfare plans and on fiduciary and plan asset issues. He also advises on the employee benefits aspects of mergers and acquisitions. Richard is co-chair of Kelley Drye’s Employee Benefits and Executive Compensation practice group.
Timothy R. Lavender represents investment advisors and money managers in all aspects of their business, including applicable SEC and state registration issues, regulatory compliance, anti-money laundering, fee structures, customer accounts, advertising and solicitation issues. He represents a number of private investment, hedge and private equity funds in their formation, operation and exemption from registration. Tim has extensive experience representing broker-dealers and their related companies in their general corporate needs, as well as mergers and acquisitions.
Michael C. Lynch is a trial attorney with extensive experience in complex, high-stakes litigation including cases involving securities law, false advertising, antitrust, fraud, white collar criminal defense, internal investigations and other business and commercial related claims. He represents companies in a wide variety of industries including, banks, private equity and other funds, broker-dealers, real estate investors and companies involved in consumer products, technology, marketing and advertising.
Raj R. Mahale represents both U.S. and foreign entities on cross-border transactions such as mergers and acquisitions, joint ventures, venture capital, private equity, fund formation and outsourcing matters. Raj has structured several mergers and acquisitions, private equity and venture capital deals for clients in numerous industries including IT/Outsourcing, healthcare and financial services. His clients include Fortune 1000 companies, major healthcare systems, emerging growth technology companies, Tier 1 BPO/ITES companies, large institutional clients of the firm, funds and private equity firms.
James E. Nealon focuses his practice on commercial litigation, including representing financial institutions and broker-dealers in the securities industry in employment matters, customer disputes, regulatory investigations and enforcement proceedings. He has served as first chair litigation counsel for many firm clients.
Jay R. Schifferli advises investment advisors regarding all aspects of their business, including SEC and state registration issues, regulatory compliance, anti-money laundering, fee structures, customer accounts, advertising and solicitation issues. Jay also advises money managers and investors regarding alternative investment vehicles, including hedge funds, private equity funds and separate managed accounts. In addition, he has extensive experience advising broker-dealers with respect to commercial contracts, as well as mergers and acquisitions.
Julian Solotorovsky represents broker-dealers and corporate executives in internal investigations, grand jury investigations, enforcement proceedings and other contested matters. He is a veteran of over 40 jury trials. Julian is chair of Kelley Drye’s White Collar Crime and Investigations practice group. Prior to joining the firm, Julian was an Assistant United States Attorney in the Northern District of Illinois and was Deputy Chief of the Special Prosecutors Division.
Merrill B. Stone focuses on corporate and securities law, and he has spent more than 30 years representing banks, transfer agents, financial institutions and other entities in transactional, licensing and regulatory matters. He regularly represents several foreign trust companies in connection with matters relating to U.S. transfer agent and broker-dealer activities. He also advises transfer agents on securities law and compliance matters. Merrill is chair of Kelley Drye’s Financial Institutions practice group.
Evan Barnes focuses on broker-dealer regulation and provides counseling regarding real-time trading issues. He has experience as a manager at several major investment banks and as a compliance officer handling sales and trading and floor brokerage-related issues. He joined the firm from Morgan Stanley & Co. Incorporated, where he managed the group responsible for responding to regulatory inquiries. Prior to this, Evan managed the regulatory inquires group at Banc of America Securities LLC and was a vice president in Citigroup Global Markets’ compliance department, where he handled institutional sales and trading and floor related issues. Evan also has several years of experience with the Enforcement Division of the NYSE.
James M. Moriarty advises and represents broker-dealers in trading disputes, clearing firm responsibility issues, personnel-related matters, including raiding cases, and other litigation and arbitration matters. Jim has extensive first chair trial and arbitration experience on a wide range of cases for our broker-dealer clients.
Myra Mormile focuses on complex commercial litigation, securities enforcement and litigation, and white-collar crime and investigations. In connection with her securities and white collar crime practices, Myra represents shareholders, officers, registered representatives, investment advisers, broker-dealers, and other corporate entities in a wide variety of proceedings in state and federal courts, arbitration, before government agencies, and before self-regulatory organizations, such as the Financial Industry Regulatory Authority (FINRA).
Deepak Nambiar focuses on corporate law, mergers and acquisitions and technology licensing transactions. He routinely counsels clients in drafting and negotiating technology license and outsourcing agreements, stock clearing agreements, direct access agreements, and reporting agent transmission agreements.