Comprehensive Expertise and Practical Experience

Wilson Sonsini Goodrich & Rosati has a team of well-respected and experienced attorneys who actively represent clients in matters related to the regulation of broker-dealers. Our attorneys have wide-ranging experience advising companies about the types of activities that trigger broker-dealer registration requirements, how to adapt those activities to lawfully avoid registration, and when registration may be the optimal strategy. Our attorneys also have significant experience counseling clients through the broker-dealer registration processes, and have substantial expertise in the Securities Exchange Act of 1934 (the Exchange Act, which applies to broker-dealers), similar state laws, and the rules of the Financial Industry Regulatory Authority (FINRA).

The attorneys who lead our broker-dealer practice are well-known practitioners who are considered experts in the field. They previously worked on these matters at the Securities and Exchange Commission (SEC) and in private practice.

Tailored Services for a Broad Range of Clients

Our broker-dealer practice involves the following types of clients and related services:

  • Brokers that raise money for early-stage companies or otherwise act as "finders": We can assess potential registration requirements and advise on compliance with applicable substantive regulation under the Exchange Act, FINRA rules, and others.
  • Brokers involved in crowdfunding, peer lending, and similar platforms: Our attorneys have deep expertise in structuring investment platforms to ensure compliance with registration and other compliance requirements based on Regulation Crowdfunding or traditional broker regulations.
  • Funding portals: Our broker-dealer team has been at the forefront of advising funding portals on their registration and compliance obligations under Regulation Crowdfunding.
  • Alternative trading systems: Our team has helped clients structure, implement, and operate a variety of innovative ATS platforms so that they are in compliance with applicable Exchange Act and FINRA regulations.
  • Brokers involved in private fund sales and distribution: Our attorneys have significant experience structuring private fund investment programs, drafting related documentation, and advising clients in their negotiations with potential issuers.
  • Traditional brokers involved in structuring new products and distribution methods: Our attorneys can help design and draft documentation for innovative investment programs, such as private fund wrap programs, and tailor them to both online and traditional investment platforms.
  • Dually registered broker-dealer/investment advisers, entities with affiliated brokers and/or investment advisers, and entities involved with mergers and acquisitions of registered broker-dealers: Our team can identify potential regulatory issues related to these types of entities and transactions involving them, and develop ways to lawfully minimize potential regulatory consequences.
  • Entities concerned about their registration status: Our team has significant expertise in analyzing whether federal or state broker registration obligations apply to particular types of activities or business structures.
  • All brokers: We provide a broad range of regulatory compliance counseling services regarding the substantive regulations of the Exchange Act and FINRA rules, including FINRA advertising issues; AML, KYC, and suitability issues; Volcker Rule issues; and others.