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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December 2, 2016

Change and Continuity in Securities Regulation

Given the fluidity of the regulatory environment, making accurate predictions regarding what to expect from the SEC under a new Administration and a new Chair is difficult. Nevertheless, in this Client Alert we explore possible key areas of securities regulation that may be affected under the new Administration.

November 30, 2016

Regulators Implement Enhanced Oversight and Propose Transparency for the Treasury Market

On October 24, 2016, the Federal Reserve Bank of New York held a conference on "The Evolving Structure of the US Treasury Market."

November 29, 2016

SEC Approves Bond Mark-Up Disclosure Rules

On November 17, 2016, the Securities and Exchange Commission (SEC or Commission) approved new rules requiring dealers to disclose on retail customer confirmations their mark-ups and mark-downs on most municipal and corporate bond transactions, calculated from the bond's prevailing market price (PMP).

November 7, 2016

FTC/DOJ Guidance to Human Resource Professionals—Enforcement Scrutiny of Employment-Related Conduct

Last month, the Federal Trade Commission (FTC) and Department of Justice (DOJ) issued their Antitrust Guidance for Human Resource Professionals.

October 31, 2016

SEC Examiners Focus on Investment Adviser and Broker-Dealer Compliance With Whistleblower Rules

Last week, the SEC's Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert regarding examinations of investment adviser and broker-dealer registrants' compliance with key whistleblower provisions arising out of the Dodd-Frank Act.

October 24, 2016

Federal Reserve Board Seeks New Limits on Bank Activities in Physical Commodities

An article by Dan Berkovitz and Gail Bernstein published in the National Law Review assesses the Federal Reserve Board of Governors' proposals to impose new restrictions on banks' use of physical commodities.

October 21, 2016

The Manipulation Standard and a Setback for CFTC

An article by Paul Architzel, Anjan Sahni and Matthew Beville, published in Law360, discusses a recent decision by Judge Analisa of the Southern District of New York that provides important protections to market participants engaged in legitimate trading strategies and is a blow to the Commodity Futures Trading Commission's effort to lower the standard for proving price manipulation.

October 20, 2016

Banking Regulators Release Advanced Notice of Proposed Rulemaking on Enhanced Cyber Risk Management Standards

The agencies are considering establishing two tiers of enhanced standards—basic enhanced standards for all covered firms and even more stringent enhanced standards for systems that are "sector-critical."

October 12, 2016

District Court Judge Rejects CFTC Manipulative Intent Standard

On September 30, 2016, Judge Analisa Torres of the Southern District of New York issued an order resolving competing motions for summary judgment in the Commodity Futures Trading Commission's ongoing action against Donald R. Wilson and his firm, DRW Investments LLC, for allegedly manipulating and attempting to manipulate the settlement price of certain interest rate futures contracts.

September 23, 2016

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

An article by Paul Architzel, Dan Berkovitz, Gail Bernstein and Seth Davis, originally published in the Journal of Investment Compliance in September 2016 and republished in Market Solutions by the Financial Markets Association (FMA), analyzes the differences between the SEC's newly adopted final business conduct rules for security-based swap dealers and major security-based swap participants under Section 15F(h) of the Securities Exchange Act of 1934 and the parallel rules promulgated under the Commodity Exchange Act by the CFTC with respect to swap dealers and major swap participants.