Eversheds Sutherland (US) LLP

Broker-dealers’ sophisticated legal concerns require the experienced, efficient and insightful counsel they find at Eversheds Sutherland.

Eversheds Sutherland provides a full range of legal services to the broker-dealer sector of the financial industry. Because many of our team members have served as in-house counsel to broker-dealers or as senior counsel at the Securities and Exchange Commission or FINRA, we have an unsurpassed knowledge of broker-dealer business activities and concerns and focus on emerging issues. We often meet with regulators to discuss cutting edge issues of concern to our clients.

We assist clients in forming broker-dealers, establishing business operations and obtaining membership with FINRA and registrations with the SEC, the MSRB and state securities regulators. We also assist clients with business reorganizations, mergers and acquisitions, including obtaining approvals of continuing membership applications in connection with mergers, changes in control and business expansions, and advising on operational aspects of integrating or spinning off business lines. We counsel broker-dealer clients on regulatory requirements and provide updates on evolving legislative and regulatory initiatives impacting their business operations.

We also routinely advise our clients on employment matters, compensation and incentive arrangements, protection of their intellectual property rights, compliance with SEC net capital, customer protection and trading and clearing rules, as well as assist them with compliance inspections, examinations and remedial corrective actions. We also have served on client compliance committees. We work closely with Eversheds Sutherland’s securities enforcement team, who represent broker-dealers in arbitrations, civil litigation, and class actions.

In addition to serving a large number of broker-dealer clients, we also provide comprehensive legal services to U.S. and foreign-owned diversified financial services companies that maintain or utilize broker-dealers as part of their business platform. We develop solutions that work for multiple regulatory schemes, in recognition that affiliates of broker-dealers are often subject to different, and at times conflicting, regulatory requirements. Recognizing that many of our broker-dealer clients are also engaged in investment advisory and derivatives trading activities, we routinely draw upon our firm-wide experience with ERISA and the rules and regulations governing investment adviser, futures and derivatives trading, consumer protection, insurance, and banking activities.

Eversheds Sutherland’s Broker-Dealer Practice Group is part of our larger and nationally recognized Financial Services Practice, which boasts decades of comprehensive industry experience. The full resources of our diverse firm stand ready to serve the interests of our broker-dealer clients, to prepare them for business in the future and to defend them when issues arise. Our strategy is simple: We work with clients to develop business-based solutions to meet compliance requirements and successfully manage regulatory inquiries, disciplinary and enforcement actions.

Why Eversheds Sutherland

A practical approach. If a legal approach does not meet a client’s business needs, then it is not a solution—it’s merely the beginning of a new problem. We design solutions that make business sense and will work. Our approach allows Eversheds Sutherland to successfully represent some of the nation’s most dynamic and successful broker-dealers with practical solutions to real problems.

We understand business. We're lawyers by profession but we possess a deep understanding of our clients' business, products and investments that enables us to aid them in meeting their strategic business objectives—whether entering a new line of business, developing compliance manuals, preparing for regulatory exams, maintaining net capital requirements, establishing new marketing and distribution arrangements, implementing trading and clearing platforms, managing communications, sales practices, or use of social media, or enhancing recordkeeping arrangements.

Regulatory sensitivity. Our team includes former counsel with various regulators, who can offer unique advice and counsel on the regulatory requirements applicable to broker-dealers in a wide variety of business models and broad experience.

Transaction experience. We know mergers and acquisitions from top to bottom—from conducting due diligence in anticipation of a transaction to obtaining FINRA regulatory approvals, to implementing the combination of broker-dealer operations, we play an instrumental role in structuring transactions to obtain regulatory approvals on a timely basis.

Knowledgeable about industry developments. Our attorneys keep abreast of legislation and rulemaking activities and often are invited to discuss issues with government agencies and self-regulatory organizations (SROs). This gives us an inside track in understanding the direction of future regulations.

Connected to trade associations. We are actively involved with the various trade associations representing the interests of the broker-dealer community, including the Securities Industry and Financial Markets Association (SIFMA), Financial Services Institute (FSI), and the Committee of Annuity Insurers.

Nuts and Bolts

We understand financial products:

• Alternative investments
• Annuities and life insurance
• Asset-backed securities
• Bonds
• Derivatives
• Direct participation programs
• Equity securities
• Exchange funds
• Exchange-traded funds and vehicles
• Hedge funds
• Municipal securities (including Section 529 plans)
• Mutual funds
• Offshore products
• Options
• Private equity funds
• Private placements
• Real estate investment trusts (REITs) and real estate programs
• Variable insurance products

We work with all types of firms:

• Bank affiliated broker-dealers
• Clearing firms
• Fund sponsors
• Independent contractor firms
• Insurance affiliated firms
• Investment advisers
• Mergers and acquisitions advisory firms
• Placement firms
• Retail broker-dealers
• Retirement plan service providers
• Transfer agents
• Trading Platforms
• Underwriters
• Wholesalers
• Wealth management firms

We deal with all types of matters:

• Acquisitions, reorganizations and restructuring initiatives
• FINRA membership and continuing membership proceedings
• New product development
• Marketing arrangements
• Communications
• Compensation arrangements
• Net capital and customer protection issues
• Development and delivery of continuing education
• Recordkeeping arrangements
• Sales practices
• Anti-money laundering practices
• Outsourcing practices
• Compliance programs and written supervisory procedures (WSPs)
• Distribution of private and public offerings
• Internal investigations
• For cause and targeted regulatory examinations
• Regulatory investigations and disciplinary actions
• Investment management

Take Action

§  “Diversity at Sutherland Asbill & Brennan LLP” to “Diversity at Eversheds Sutherland (US) LLP”

§  “Diversity” section:

o   The firm’s emphasis on diversity is reflected in numerous ways throughout the firm, such as the manner in which we recruit lawyers and other employees, our work-life policies and our professional service efforts. We have been recognized for our achievements in diversity.  More importantly, we understand the significant role a diverse community plays in the firm's growth and development.

§  “Our Awards and Recognitions” section:

o   Eversheds Sutherland (US) LLP continues to be recognized for its efforts to promote diversity in the workplace and in the legal profession. In 2016 we were named a “Best Place to Work for LGBT Equality,” having earned a perfect 100 score on the Human Rights Campaign’s Corporate Equality Index, and we also were ranked a Top 100 Firm for Minority Attorneys by Law360. In addition, the firm was awarded the Gold Standard Certification for the fifth consecutive year by the Women in Law Empowerment Forum.

§  “Our Commitment” section:

o   Eversheds Sutherland (US) LLP is committed to promoting diversity within the firm and in the legal profession.  We believe that diverse skills, knowledge and viewpoints make us a stronger, more productive law firm.  We hire and promote qualified lawyers and other professionals regardless of race, color, national origin, religion, disability, gender, gender identity or sexual orientation.  We understand that diversity enhances our value to clients by allowing us to staff our client teams with professionals who possess broad experiences and a spectrum of perspectives.

o   Eversheds Sutherland (US) LLP has a cross-office Diversity Committee with responsibility for supporting and enhancing our firm culture.  Our committee has helped coordinate and lead a number of efforts to advance diversity within our firm and the community. Affinity groups at the firm serve as support networks for attorneys of color; women lawyers; and gay, lesbian, bisexual and transgender attorneys.

o   We are committed to working with our clients as they pursue the common goal of a professional workplace where opportunity is available to all.