Morrison & Foerster LLP - Broker-Dealer Compliance + Regulation

1290 Avenue of the Americas
New York, NY 10104-0050, United States

  • (212) 468-8000
  • (212) 468-7900

Practice/Organization Description

Our broker-dealer practice draws upon our expertise in regulatory, capital markets and enforcement matters. We have become a resource for our broker-dealer, investment adviser and bank clients on compliance and regulatory matters. Whether we're assisting with the vetting and marketing of a new financial product, advising on trading practices, or working with our client to formulate compliance procedures, our financial institution clients rely on our understanding of the most recent legal and regulatory developments, our familiarity with the evolving thinking of regulators on a wide variety of issues, and our knowledge of market practice.

Capital Markets: New Financial Products

We work with financial institutions on new financial products and new securities distribution methodologies. We are frequently called upon by banking clients to structure a new financial product or a new securities distribution methodology. We are particularly known for our work structuring complex products, including derivatives for use with corporates or high net worth clients, structured products, including exchange-traded notes, and certain fixed income and hybrid securities. Our expertise in commodities, derivatives and structured products also makes us a first call to help with documentation issues, clearing and settlement questions, margin and collateral issues, and shorting and trading questions, including those related to hedging matters.

We advise our investment bank clients on best practices in connection with due diligence, the preparation of offering materials, the training of sales forces, and the development of internal policies to address the marketing of innovative products. We advise in connection with policies and procedures to: vet new products; handle sales force communications, handle communications generally, implement information walls; address conflicts of interest, and discharge suitability obligations. We also work closely with the syndicate desks at many firms on trade reporting and other matters.

Regulatory and Compliance

We counsel broker-dealers on all aspects of SEC and FINRA compliance including the development and application of internal compliance and supervisory procedures, research analyst and research coverage issues, sales practices, Regulation M questions, market making and trading issues and records retention and privacy policies. We also handle matters related to advertising and marketing materials. We work closely with the restricted stock desks and block trading desks within firms to address Rule 144 issues, questions arising in connection with restricted securities, including pledges, and 10b5-1 programs.

We assist in the formation of new broker-dealers and have advised broker-dealers on acquisitions, collaborative agreements and re-structurings.

Many of our broker-dealer clients are affiliated with international banks. As a result, we have unique expertise in advising international banks and their broker-dealer affiliates on the intersection of banking and securities regulation. We also regularly advise international financial groups on the application of SEC Rule 15a-6 to their U.S. operations.

Enforcement and Litigation

Our Securities Litigation Group is one of the nation's preeminent securities litigation practices. We often call upon the expertise of this group to assist in handling investigations by the SEC, SROs and state authorities. In addition, our regulatory and litigation lawyers often work as a team to counsel broker-dealers involved in regulatory examinations and in addressing interpretive questions relating to the scope or application of broker-dealer regulations. We represent broker-dealers and their principals in enforcement actions and in private litigation The firm represents broker-dealers in actions by customers and disputes between firms and their employees. Attorneys in the group have successfully tried many of these actions in federal and state court as well as before arbitration panels, and also serve as arbitrators for the FINRA and other self-regulatory organizations.

The firm counts among its partners several internationally known securities experts, including former SEC and FINRA (NASD) staff members.

Areas of Practice
  • Finance & Banking
  • Litigation
  • Securities Law
Locations
Other U.S. Locations
  • California
  • Colorado
  • D.C.
  • New York
  • Virginia
Other Countries
  • Belgium
  • China
  • Hong Kong
  • Japan
  • United Kingdom
Number of Attorneys

1,000+ Attorneys

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