Dinsmore represents financial service professionals as they seek to comply with the increasingly wide range of regulatory and compliance issues facing broker-dealers and financial institutions engaged in securities transactions within the United States, including foreign and domestic banks, insurance companies, investment advisers and private fund managers. Our clients range from financial institutions specializing in investment banking to market leading clearing firms and prime brokers. We have extensive experience counseling financial institutions on issues related to their status as brokers and dealers, including compliance with the rules and regulations promulgated and administered by the SEC, the NASD, the NYSE, and SIPC. We routinely help financial institutions register with the Securities and Exchange Commission (“Commission”) and to become members of Self Regulatory Organizations (“SRO”) such as the Financial Industry Regulatory Authority (“FINRA”). We also have assisted newly registered broker-dealers and well established firms in developing written compliance policies and supervisory procedures, as well as advising broker-dealer firms faced with SEC and NASD enforcement actions. We also assist our clients in responding to regulatory examinations and inquiries, including successfully remediating identified deficiencies.
Our role has included counseling on issues related to compliance with the Commission’s financial responsibility rules, including the Net Capital and Customer Protection Rules, and the books and records and financial reporting rules. We also assist broker-dealers in obtaining SRO approval for changes in ownership or control, significant changes in operations and business lines, and significant asset sales, as well as advising on compliance issues associated with developing new products, including customized disclosures. Additionally, we offer counseling to broker-dealers with respect to sales practices regulations including suitability, point-of-sale disclosures, gifts and entertainment practices, and compensation structures for representatives, as well as foreign and domestic finder issues and the “issuer exemption” available under Rule 3a4-1. We also advise financial institutions, including banks and broker-dealer affiliates, on Gramm-Leach-Bliley Act issues, the broker and dealer “push-out” rules, and Regulation R. Finally, we also have advised broker-dealers and financial institutions with respect to political activities, including compliance with federal and state regulations and ethics rules covering pay-to-pay, campaign finance, lobbying, and state contracting.
Our attorneys have passed FINRA Series 6, 7, 24, 26, 27, & 63 tests and served as both registered principals and financial operations principals for FINRA firms and successfully assisted clients through numerous FINRA and state securities commission examinations, both on-site and via preparation of responses and materials. They have also been involved in various FINRA arbitrations in defense of broker-dealers and registered representatives.