Broker-Dealer Compliance and Regulation SECURITIES

Based in Washington DC and New York, our broker-dealer team has extensive experience in advising the world’s leading financial market participants on a wide range of cutting-edge issues, including securities and derivatives regulation, capital markets, compliance and enforcement.

Chambers USA has recognized our financial services regulation practice for several years. Recently, the guide recognized the firm with a top-tier ranking, and described us as having a "well-regarded financial services practice, with a strong focus on broker dealer regulation and consumer finance." Our capabilities include:

  • Regulatory Expertise
  • Industry Experience
  • Compliance and Enforcement

Regulatory Expertise

The partners in the broker-dealer group are experienced practitioners with an in-depth understanding of the industry and markets. Working closely with many firms in the financial services sector, they have developed sophisticated compliance and supervisory programs, conducted internal reviews of business practices and participated in complex negotiations with regulatory authorities. They provide ongoing counseling advice about sales and trading issues, assist in structuring new products and services, and formulate public policy strategies on behalf of clients and trade associations. They have been recognized for outstanding reputations and distinguished work. Chambers USA 2012 selected Partners Yoon-Young Lee, Bruce Newman and Andre Owens as a leaders in the area of financial services regulation.

Over the last 10 years, the broker-dealer team has assisted in the creation of a number of new securities firms, alternative trading systems and other trading platforms that are now leaders in their respective areas of business. Clients value the integrated solutions delivered through our multi-disciplinary approach, which teams lawyers in the group with other experts in the related fields of Financial Institutions and Investment Management.

Our regulatory expertise is both deep and comprehensive, encompassing various industry segments and regulatory subjects, including:

  • Investment Banks – equity and debt capital markets, syndicate practices, regulatory net capital, research issuance, market making and block trading in the secondary market, insider trading and code of ethics, electronic communications and recordkeeping, cross-border trading, and structured products;
  • Hedge Funds – information barriers, derivatives oversight and controls, convertible arbitrage and other trading strategies, short sale compliance, and securities enforcement;
  • Wealth Management – private banking products and services, margin and credit issues, financial planning and asset allocation, anti-money laundering, privacy, wrap fee programs, mutual fund distribution, and suitability policies;
  • Prime Brokers and Custodian Banks – clearance and settlement, trade financing, securities lending, regulatory surveillance and reporting, counterparty insolvency and foreign exchange operation; and
  • Exchanges, ATSs and Other Trading Platforms – market structure, exchange registration and governance, electronic communication networks and alternative trading systems, multi-dealer platforms, and currency trading agreements.

Industry Experience

Our clients range from financial holding companies, multi-service investment banks, Nasdaq market makers and trade associations to national and regional brokerage houses, exchanges and other market venues. They include Citigroup, Credit Suisse, Goldman Sachs, J.P. Morgan Chase, Morgan Stanley, Royal Bank of Canada, Royal Bank of Scotland and UBS. We also represent hedge funds and other institutional investors that are active participants in our capital markets. In addition, we advise independent broker-dealers and investment advisers that provide wealth management services. Recently, we have:

  • Advised clients regarding acquisition, restructuring and integration of broker-dealer operations in connection with mergers and acquisitions, private equity investments and other capitalization transactions involving a diverse range of financial services firms (e.g., bulge bracket investment banks, institutional asset management and private equity managers, electronic equity and options traders, derivatives dealers, and boutiques).
  • Advised institutional investors in connection with complex trading strategies involving securities and derivatives, including the creation of a centralized clearing platform for credit default swaps.
  • Assisted firms with cross-border trading and related products and services to address capital, margin, insolvency and other regulatory issues.
  • Assisted prime brokers with all aspects of their business, including trade financing, clearance and settlement, and regulatory reporting.
  • Represented dually registered broker-dealer and investment advisers in connection with retail sales practice reviews, variable insurance policies, and fee-based brokerage.
  • Participated on behalf of trade associations and clients in various rulemaking initiatives relating to market structure, issuance of research, and regulation of short sales.

Compliance and Enforcement

We advise financial market participants in connection with regulatory examinations and administrative proceedings initiated by the SEC, the Financial Industry Regulatory Authority, state securities and insurance regulators, and other governmental agencies and self-regulatory organizations. Working closely with our Litigation and Enforcement colleagues, we interface with the regulators on behalf of our clients and, where necessary, assist in the implementation of remediation programs. Examples of recent regulatory actions include market manipulation investigations involving short selling and auction rate securities settlements. Please click here for additional information about our past representation in the enforcement area.

Based in Washington DC and New York, our broker-dealer team has extensive experience in advising the world’s leading financial market participants on a wide range of cutting-edge issues, including securities and derivatives regulation, capital markets, compliance and enforcement.

Chambers USA has recognized our financial services regulation practice for several years. Recently, the guide recognized the firm with a top-tier ranking, and described us as having a "well-regarded financial services practice, with a strong focus on broker dealer regulation and consumer finance." Our capabilities include:

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Lee, Yoon-Young

Yoon-Young Lee

Chair, Broker-Dealer Compliance and Regulation Practice Group

+1 202 663 6720 (t)

yoon-young.lee@wilmerhale.com

Architzel, Paul M.

Paul M. Architzel

Partner

+1 202 663 6240 (t)

paul.architzel@wilmerhale.com

Berkovitz, Dan

Dan M. Berkovitz

Partner

+1 202 663 6352 (t)

dan.berkovitz@wilmerhale.com

Lee, Yoon-Young

Yoon-Young Lee

Partner

+1 202 663 6720 (t)

yoon-young.lee@wilmerhale.com

Newman, Bruce H.

Bruce H. Newman

Partner

+1 212 230 8835 (t)

bruce.newman@wilmerhale.com

Owens, Andre E.

Andre E. Owens

Partner

+1 202 663 6350 (t)

andre.owens@wilmerhale.com

Bernstein, Gail C.

Gail C. Bernstein

Special Counsel

+1 202 663 6155 (t)

gail.bernstein@wilmerhale.com

Weldon, Cherie

Cherie Weldon

Special Counsel

+1 212 230 8806 (t)

cherie.weldon@wilmerhale.com

Javaid, Imran S.

Imran S. Javaid

Counsel

+1 212 295 6401 (t)

imran.javaid@wilmerhale.com

Publications & News

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February 5, 2015

SEC and FINRA Release Cybersecurity Sweep Reports, Promise Increased Scrutiny of Regulated Firms

Continuing their heightened focus on the information security practices of regulated firms, both the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) released reports Tuesday summarizing the results of their cybersecurity sweeps.

January 27, 2015

Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015

The year 2014 witnessed several notable developments in the enforcement of the Foreign Corrupt Practices Act. In Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015, WilmerHale attorneys discuss notable trends and developments in 2014, and look ahead to possible trends in 2015.

January 13, 2015

SEC Adopts Regulation Systems Compliance and Integrity

On November 19, 2014, the Securities and Exchange Commission (“Commission” or “SEC”) voted unanimously to adopt proposed Regulation Systems Compliance and Integrity (“Reg SCI”) under the Securities Exchange Act of 1934 (“Exchange Act”), as well as certain conforming amendments to Regulation ATS (“Reg ATS”).

December 23, 2014

New US and EU Russia Sanctions Legislation and Embargo Against Crimea

On December 18, US President Barack Obama signed into law the Ukraine Freedom Support Act (UFSA),1 which either imposes, or gives the President the authority to impose, a range of additional sanctions targeting the energy and defense sectors of the Russian Federation.

December 22, 2014

Keeping Current with Form 8-K: A Practical Guide 2014

We have prepared this Guide to assist public companies in understanding and complying with the Form 8-K reporting requirements. This Guide describes Form 8-K primarily from the perspective of a US operating company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and that is not a shell company, a smaller reporting company, a foreign private issuer, an asset-backed issuer or an investment company.

December 15, 2014

SEC Requests Comment on NMS Plan to Implement Tick Size Pilot Program for Small Cap Stocks

In June, the Securities and Exchange Commission issued an order directing the national securities exchanges and the Financial Industry Regulatory Authority act jointly in developing and filing with the Commission a national market system plan to implement a tick size pilot program.

November 4, 2014

FINRA to Intensify Scrutiny of Cybersecurity Practices at Brokerage Firms

Reuters recently reported that the Financial Industry Regulatory Authority (FINRA) "plans to intensify its scrutiny of cybersecurity practices at brokerage firms in 2015 and is hiring technology savvy examiners to help boost its efforts."

October 10, 2014

Swaps Provisions of Dodd-Frank Act: Cost-Benefit Analysis and Judicial Review

An article by Dan Berkovitz published in the Volume 33, No. 9 September 2014 edition of Banking & Financial Services Policy Report.

October 1, 2014

Recent regulatory developments provide some clarifications regarding the market access rule for broker-dealers

An article by Bruce H. Newman, Elizabeth Mitchell, Stephanie R. Nicolas, Andre Owens and Ashley E. Bashur published in Journal of Investment Compliance,Vol. 15, Issue 3, pp. 10-19.

September 17, 2014

Swap Dealer Chief Compliance Officer Requirements – First Year in Review

The CFTC by regulation requires each registered swap dealer to designate a chief compliance officer to carry out certain duties relating to swaps activities and to furnish an annual report describing the swap dealer’s compliance procedures and assessing its performance.