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 "one of the top financial services practices in the country" and "a depth of knowledge and experience that is really impressive." Our capabilities include:

  • Regulatory Knowledge
  • Industry Experience
  • Compliance and Enforcement

Regulatory Knowledge

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 2015 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 "one of the top financial services practices in the country" and "a depth of knowledge and experience that is really impressive." 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

Becker, Brandon

Brandon Becker

Senior Counsel

+1 212 295 6282 (t)

brandon.becker@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

Smith, Tiffany J.

Tiffany J. Smith

Counsel

+1 212 295 6360 (t)

tiffany.smith@wilmerhale.com

Publications & News

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July 13, 2016

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

Civil fines across federal agencies have recently been increased dramatically under the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act) (Sec. 701 of Public Law 114-74), with some more than doubling. Companies violating the Hart-Scott-Rodino (HSR) Improvements Act, the Securities and Exchange Act, or the Occupational Safety and Health Act (OSHA), among others, could soon face civil monetary penalties that are up to 150% higher than the existing levels. According to the Congressional Budget Office, the 2015 Act would increase the federal government's revenue by $1.3 billion over the next ten years. 

July 7, 2016

SEC Proposes New Requirement for Business Continuity Plans for Investment Advisers

On June 28, 2016, the Securities and Exchange Commission proposed a rule that would require all SEC-registered investment advisers to adopt and implement a business continuity and transition plan.

June 24, 2016

Brexit – Major Upheaval and Change

As the UK leaves the EU, in light of the seismic result of the recent United Kingdom referendum, there will be an immense amount to do, for the UK and the remaining EU, and for companies that are either based in, or have interests in the UK.

May 31, 2016

FinCEN Finalizes Beneficial Ownership and Customer Due Diligence Requirements

The Financial Crimes Enforcement Network on May 11 released its long-awaited Final Rule that will require certain financial institutions to “look through” the nominal account holder to identify the account's beneficial owners who own or control (directly or indirectly) certain legal entity customers.

May 27, 2016

WilmerHale Lawyers and Practices Recognized in 2016 Edition of Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2016 edition, with WilmerHale ranking among the nation's best in 47 practice area categories. Chambers also ranked 82 WilmerHale lawyers as leaders in their respective fields.

May 26, 2016

Key Differences Between the CFTC and SEC Final Business Conduct Standards and Related Cross-Border Requirements

In April, the Securities and Exchange Commission adopted its final business conduct rules for security-based swap dealers.

May 11, 2016

SEC's Equity Market Structure Advisory Committee Considers an Access Fee Pilot and Changes to the Regulation of Trading Venues

On April 26, 2016, the Equity Market Structure Advisory Committee held its fourth meeting at the Securities and Exchange Commission in Washington DC.  The Committee is considering whether various regulatory or industry initiatives would improve the function of the US equity markets. 

April 14, 2016

Registration of Associated Persons with Algorithmic Trading Responsibilities

On April 7, 2016, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority's proposal to amend NASD Rule 1032 to require registration as Securities Traders of associated persons primarily responsible for the design, development or significant modification of algorithmic trading strategies, or who are responsible for the day-to-day supervision or direction of such activities.

April 8, 2016

DOJ Launches FCPA Pilot Program to Encourage Corporate Voluntary Disclosure and Cooperation

On April 5, 2016, the Fraud Section of the Department of Justice's Criminal Division issued an enforcement plan and guidance laying out three steps it is taking to intensify Foreign Corrupt Practices Act enforcement.

March 23, 2016

Busy Q1 Yields Several Significant FCPA Resolutions

Recent actions announced by the DOJ and SEC during the first quarter of 2016 suggest that this year may be a significant one for FCPA enforcement.