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Broker-dealers and financial services companies face a rising tide of legislative, regulatory, and technology-related challenges. Our highly experienced broker-dealer lawyers help clients address the full range of issues applicable to broker-dealers. 

Members of our regulatory broker-dealer team have extensive professional background in the financial services industry and its regulators. Our regulatory lawyers have served as in-house general and regulatory counsel for registered broker-dealers, as members of numerous committees of the Financial Industry Regulatory Authority (FINRA), NASDAQ and the American Bar Association, and as outside counsel for securities markets participants. Our regulatory partners hold leadership roles in a range of industry advisory and trade associations, including the Midtown Regulatory Group, an organization that includes over 600 senior compliance and legal officers from brokerage firms throughout the United States.

We represent U.S. and foreign-based clients in all aspects of regulatory, compliance, and market structure matters, counseling, enforcement defense, arbitration and litigation, and corporate and commercial transactions in the securities markets. Because broker-dealer activities involve a broad spectrum of legal and business issues, we work closely with lawyers from the firm's corporate, intellectual property, labor and employment, litigation, tax, white collar criminal defense, and other practices to provide seamless, sophisticated client counsel.

Our knowledge of technology and its role in the securities markets is a distinguishing feature of our practice. We counsel clients on issues involving electronic communication networks (ECN), electronic trading platforms and portals, and alternative trading systems (ATS). We also provide counsel with respect to systems and technology issues, including risk management, cyberfraud security, electronic records management, and production.

Our services include the following:

  • Corporate and commercial transactions and regulatory approvals, including consortium and joint-venture arrangements; formation, acquisition, restructuring and membership applications of broker-dealers; changes in ownership, operations and control; new business activities; the development and financing of order management, trading, execution and clearing platforms; conducting business in foreign jurisdictions and cross-border transactions; intellectual property and licensing transactions; foreign broker-dealer activities in the United States; and clearing and other vendor agreements.
  • Trade execution, market making and research, including commissions, markups, markdowns and commission sharing; trading restrictions involving Regulation M, Regulation SHO, Regulation S, Rule 144 and Rule 144A; trade and account reporting, surveillance and fraud detection; ethical walls, information barriers and insider trading; and soft dollars.
  • Regulatory counseling, including implementation of Dodd Frank, interpretation of rules and best practices with respect to SEC and self-regulatory organization rules; risk management; development of supervisory and employee policies, procedures and certifications; advertising, sales materials and sales practices requirements; review and approval of complex and new products; record keeping and reporting; net capital issues; Anti-Money Laundering (AML), Foreign Corrupt Practices Act (FCPA), and U.K. Anti-Bribery Law requirements; registration exemptions including "finders" issues; confidential information; no-action letters and interpretive advice; and social media.
  • Examinations and enforcement defense, including advice and assistance in all phases of regulatory inquiries, sweeps, examinations, internal investigations, law-enforcement investigations, Wells notices, enforcement actions and criminal prosecution; and responses to requests for information, including document production and on-the-record interviews from the SEC, FINRA, and state and foreign regulatory authorities, law enforcement agencies, and various exchanges.
  • Litigation and arbitration, including representation of financial services firms in state and federal courts, FINRA and private arbitration forums in industry, employee, and customer disputes.

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Crowell & Moring LLP is an international law firm with more than 500 lawyers representing clients in litigation and arbitration, regulatory, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity. The firm has offices in Washington, DC, New York, Los Angeles, San Francisco, Orange County, London, Brussels, and Shanghai.

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