Broker-Dealer and Investment Adviser Regulation

Holland & Knight's Broker-Dealer and Investment Adviser Regulation Team has broad experience in assisting all types of financial market participants with a wide range of regulatory solutions. Our clients include broker-dealers (dual registrants, clearing, self-clearing and introducing firms), investment banks, bank holding companies and various investment advisers (private fund managers, wealth management firms, independent and affiliated advisers, and family offices) who provide brokerage or investment advisory services. With significant in-house industry experience, our team helps clients navigate responses to regulatory inquiries and administrative proceedings and provides hands-on representation during regulatory examinations and enforcement matters. We frequently advise domestic and foreign clients on broker-dealer and investment adviser status issues, as well as exemptions from registration, and assist clients with the registration and licensing process.

Broker-Dealers

Our team counsels both large and boutique broker-dealers on new and continuing Financial Industry Regulatory Authority (FINRA) membership applications, changes in ownership or control, and registration and state licensing. We advise clients on the design and implementation of written supervisory procedures and policies and assist with compliance and surveillance requirements, sales practices, customer protection rules, net capital requirements, margin, trading and trade reporting, and recordkeeping obligations. The team addresses the regulatory implications associated with new product development, securities distribution, alternative trading systems, referral arrangements, market structure, clearing and settlement, and other areas of both retail and institutional brokerage businesses. We counsel securities market participants and innovative financial technology (FinTech) firms and payment providers on licensing and status issues, as well as market structure issues and regulatory matters including accessing securities markets and offering financial products in the U.S. and abroad.

Investment Advisers

Our lawyers are well versed in the legal, regulatory and business needs of investment advisers, from day-to-day compliance to the sale, merger and consolidation of advisers. We regularly prepare and review Form ADVs, advisory contracts, codes of ethics and other compliance procedures and provide counsel on regulatory issues including personal securities trading, soft dollars, performance advertising, promoter activities and the SEC Marketing Rule. We also advise on the applicability of U.S. federal and state securities laws to non-U.S. investment advisers. Our team provides advice on a broad range of regulatory issues relevant to private fund managers, including hedge funds, private equity and venture capital funds, as well as wealth managers in areas such as CCO liability, conflicts of interest, fiduciary duty, Exempt Reporting Adviser status and eligibility, and other disclosure and reporting requirements. We regularly advise clients on U.S. Securities and Exchange Commission (SEC) filing obligations and the structure and implementation of private offers of securities.

Cross-Border Operations

Beyond mere interpretation of foreign laws, our attorneys deliver actionable legal and business counsel. Our team focuses on helping clients understand the impact of foreign laws on their bespoke business models and works with each client to develop international programs within their risk, operational and supervisory requirements. We advise clients on the intersection of U.S. and foreign regulations, global policies and procedures, and licensing requirements and exemptions, as well as on institutional relationships. Our Broker-Dealer and Investment Adviser Regulation Team also counsels clients with a view toward managing risks and maximizing efficiencies.

Our team takes a holistic approach in analyzing each client's cross-border business to develop an effective regulatory and compliance program, including analyzing the impact of foreign regulations on areas such as margin financing and other lending, product offerings, fly-in meetings, non-U.S. taxes, consumer regulations, data protection and privacy laws, business licensing, referral models, exchange control laws, securities clearing and custody. Our team works with attorneys from our proprietary network of local counsel, often engaging with multiple law firms in a particular country to obtain various views on the gray areas inherent in operating a cross-border business to help us guide our clients in making their risk-based decisions.