Financial Services

Our counsel includes helping clients with laws and regulations governing the founding, ongoing operations, acquisition and regulation of all types of financial institutions. We offer counsel to investment advisers, broker-dealers, CPAs, banks, non-bank lenders, mortgage lenders, insurance companies, fintech companies, and software vendors. We also advise on the evolving world of cryptocurrency and blockchain activities, and counsel many other companies under the financial services umbrella.

We advise clients on federal and state securities laws, and on the rules and regulations of the SEC, FINRA, various securities exchanges, and state securities regulators. We represent clients in audits and examinations by various regulators and have a deep knowledge on a multitude of regulatory and compliance matters, including the Dodd-Frank Wall Street and Consumer Protection Act.

In advising our clients, our legal team draws on the combined strength of our firm’s expertise in corporate finance, ERISA, mergers and acquisitions, real estate and land use, taxation, labor and employment, intellectual property, estate planning, arbitration, and litigation to counsel clients on a variety of transactional and other corporate matters. Our integrated teams provide practical, customized advice that is business-minded and aligned with our client’s overall business goals.

We help investment advisers and broker-dealers navigate regulatory and compliance obligations at all phases of their business. Our attorneys also help unregistered advisory firms address the availability and scope of exemptions from registration.

Our services for investment advisers and broker-dealers include:

• Planning, structuring, organizing, and reorganizing investment advisers and broker-dealers
• Advice on SEC, FINRA, and state regulatory authority examinations, audits, and enforcement actions
• Compliance with federal and state securities laws, including registration or compliance with available exemptions from registration
• Advisory, subadvisory, and brokerage agreements
• ERISA matters
• Tax and succession planning
• Mergers and acquisitions, including sales, acquisitions, transfers of books of business, and spin-offs
• Compliance programs and compliance manuals, including codes of ethics and insider trading restrictions
• Employee licensing requirements
• Form ADV disclosure reporting
• Form U4/U5 filings, disclosure, and disputes
• Executive compensation issues, including employment, non-compete, and nonsolicitation agreements
• Marketing agreements, including selling agreements and solicitation agreements
• Product development
• Advertising and sales literature reviews
• Governance issues
• Litigation and arbitration, including shareholder and client disputes

Litigation

When insurance firms and brokerage disputes arise in this area, clients turn to our Financial Services Litigation team.

Our representative matters include:

• Representing a local investment management firm in a dispute with a Los Angeles-based finance company concerning a structured finance transaction. The opponent sought more than $20 million in compensatory damages plus additional punitive damages, alleging fraud and breach of contract. We not only successfully defended against those claims, but won more than $1.8 million for our client for related counterclaims
• Defending in arbitration a local, family-owned securities brokerage against claims of unauthorized and unsuitable trading
• Resolving a FINRA-initiated complaint against a local broker-dealer accused of violating rules regarding publication of research reports and trading during blackout periods
• Resolving state regulators’ claims of violations against managers of an investment fund related to exemptions from registration and investor accreditation
• Pursuing claims for churning, unsuitability, and failure to supervise against a national brokerage firm
• Defending investigations and responding to subpoenas from regulatory agencies and third-parties, including on behalf of individual directors and executives, as well as financial services firms