Broker-Dealers

Chapman routinely advises clients in connection with virtually all aspects of broker-dealer activities.

We represent broker-dealers in connection with a wide range of activities including:

• registration,
• retail customer services,
• capital markets activities,
• trading,
• private placements, and
• investment company and private fund distribution. 

We are experienced in the legal, regulatory, compliance, risk management and operational issues impacting broker-dealers and assist clients with Securities and Exchange Commission (SEC) registrations and Financial Industry Regulatory Authority (FINRA) membership.

Some of the services we provide to broker-dealer clients include:

• Registration, including drafting of Form BD;
• Providing advice on compliance with reporting obligations;
• Drafting policies and procedures, supervisory procedures, exception reporting, continuing education and heightened supervision plans;
• Preparing and reviewing disclosure documents, underwriting and selling group agreements, contracts and sunset arrangements with registered representatives, and fee sharing agreements;
• Reviewing advertising and promotional materials;
• Providing guidance on SEC net capital requirements;
• Providing counsel on the sale, acquisition and mergers of broker-dealers;
• Assisting with internal investigations and compliance audits;
• Assisting with preparations for SEC, FINRA and state securities commission examinations, responding to any adverse findings and negotiating the terms of a resulting actions; and
• Providing counsel in connection with customer and member to member arbitration proceedings and litigation.

We also work with a variety of clients to analyze their organizations’ practices and structures to determine whether they are engaging in broker and/or dealer activity requiring registration.

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