Practice/Industry Group Overview
Wilson Elser’s Financial Institutions practice is known nationally for its deep experience with all types of claims brought against financial planners, investment advisers, broker-dealers, registered representatives, bankers, mortgage lenders, and insurance agents and brokers. This recognition is due in no small part to our core team, comprising some of the top lawyers in the field.
Our Financial Institutions practice boasts former U.S. Department of Justice and FINRA enforcement attorneys and in-house counsel, in addition to many highly experienced trial attorneys, who fully understand our clients’ desire for efficiency and cost-effectiveness.
Practice members frequently counsel and defend these and other financial institutions in state, FINRA and SEC regulatory and enforcement actions. Our attorneys are also skilled in handling claims involving alternative investments, commodities, investment banking, market making, options and underwriting of new offerings. They regularly represent clients in matters arising under federal and state securities laws, corporate and banking laws and the Employee Retirement Income Security Act (ERISA), such as:
- Federal and state court litigation
- FINRA arbitrations
- U.S. Securities and Exchange Commission and state and FINRA regulatory investigations and enforcement proceedings
- Shareholder derivative litigation
- Public offerings litigation
- Proxy litigation and contests for control
- Disputes between advisers, broker-dealers, and other market professionals and their clients
- ERISA and trust law claims
Our Financial Institutions practice boasts former U.S. Department of Justice and FINRA enforcement attorneys and in-house counsel, in addition to many highly experienced trial attorneys, who fully understand our clients’ desire for efficiency and cost-effectiveness. Our team applies those years of experience zealously defending our clients, seeking early resolution of matters whenever possible, and regularly accessing a central bank of briefs, transcripts and research materials to leverage the collective knowledge of our practice members.
Regulatory Compliance & Consulting
Wilson Elser provides several forms of advisory services to broker-dealer companies. Working closely with our clients’ internal business units and in-house legal staff, we advise on a broad spectrum or retail and institutional brokerage issues, including:
- Advertising rules
- Anti-money laundering
- Branch office supervisory issues
- Communications with the public
- Compliance and surveillance procedures
- Customer protection rules
- Equities and options sales practices and procedures
- Investment adviser issues
- Mutual fund sales practice issues
- NASDAQ and OTC market making
- Order-handling rules
- Privacy/data security
- Records retention
- Registration issues
- Research rules
- Rule 144/144A
- SEC and SRO exam responses
- Soft dollars
- Suitability, churning and use of fee-based accounts
- U-4, U-5 and RE-3 reporting obligations
- Variable annuity suitability/compliance
The depth and breadth of our experience coupled with our familiarity with agency practices and personnel enable us to efficiently handle complex trading and market issues.
Defending Customer Claims in Arbitration and Litigation
Our practice attorneys pursue a systematic and individualized approach to claims analysis at the inception of a case to better predict potential exposure and settlement. We advise clients on tactical and risk management issues associated with major arbitration forums such as the NASD, NYSE and AAA. This frequently includes preparation of profit-and-loss statements, turnover calculations and other analyses typically required in arbitration proceedings. Our private client/arbitration client roster includes a wide range of small and mid-sized regional broker-dealers as well as nearly all large national firms.
Our team of talented and prominent litigators defends many issues critical to financial institutions. We regularly try cases in the courts before administrative law judges and in arbitration. When appropriate, we collaborate with our clients to achieve alternative resolutions.
Securities Enforcement Proceedings
Representing a client in a securities enforcement matter presents challenges and requires strategies different from those typically employed in more routine civil or commercial disputes. Our team’s background and experience in government allow us to promptly and proactively communicate with regulators at the earliest stages of the process to advance our clients’ interests.
Our attorneys represent clients in numerous formal and informal enforcement investigations and proceedings initiated by self-regulatory agencies, including the SEC and FINRA. We also appear before state securities regulators and other entities with securities jurisdiction. From formal inquiry through the investigation and the SEC “Wells” process, at trial or hearings or on appeal, we vigorously defend clients so they can maintain focus on running their businesses.
Risk Management, Education and Loss Control
While securities and banking professionals advise clients on mitigating risks through portfolio diversification and related strategies, they may suffer from inadequate risk management in their own businesses. Serving as counselors or advocates, our attorneys anticipate and help forestall situations that could result in lawsuits and administrative actions.
Should precautions fail and errors occur, we intervene early to help prevent matters from careening out of control. When warranted, we also assist in dealing with both the press and the public.
Beyond our extensive involvement in securities claims and representation of broker-dealer companies, our attorneys advise on the spectrum of retail and institutional brokerage issues, including reporting obligations, trading issues, disclosure, net capital and other back-office questions.
Practice members also represent clients in securities enforcement matters, proactively communicating with regulators at the outset.
Wilson Elser attorneys draw on their considerable experience to assist clients in planning and executing internal investigations related to potential violations in securities, banking and other laws, as well as breaches of fiduciary duty. With deep knowledge of industry practices and relevant governing statutes, rules and regulations, our attorneys are proactive in helping to resolve suspected problems and, when warranted, make appropriate disclosures to regulators. In close collaboration with in-house counsel, Wilson Elser conducts investigations for major full-service and discount brokerage firms, banking institutions, investment advisers, boards of directors, audit committees and corporate management.
Licensing/Disciplinary Actions by State Agencies and Industry Organizations
With securities professionals under increased scrutiny by regulators, political leaders and plaintiffs’ trial attorneys, Wilson Elser assists in responding to inquires and audits, disciplinary proceedings and industry organization investigations. We know the procedures and touchstone issues relative to security professional licenses and offer the legal navigation required.
Defending Employment Claims
Wilson Elser helps clients defend against a wide range of employment claims, including:
- Discrimination, wrongful termination and harassment
- Wage and hour disputes
- Compensation disputes
- Whistle-blower assertions
Given our understanding of both the securities industry and the unique rules that apply in FINRA arbitrations, we aggressively defend these employment disputes. With the combined talents of our Securities and Employment practices, we represent industry clients in federal and state courts throughout the country, in FINRA and other regulatory agencies, and in arbitrations commenced in FINRA or underprivateemployment arbitration agreements.
Securities Offerings and Compliance
Combining strategic negotiating skills with a deep understanding of complex compliance issues, our attorneys represent issuers in all aspects of debt and equity offerings and other financing transactions in public and private securities offerings. We represent underwriters, placement agents, controlling shareholders, selling shareholders and other investors in connection with the offering, issuance and sale of securities.