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Securities & Investment Companies

Carlton Fields serves the securities industry’s regulatory, enforcement, litigation, corporate finance and corporate services needs. We have developed a strong and broad national practice, servicing publicly-held corporations as well as the broker-dealer, investment adviser, and investment company components of the securities industry.

Our attorneys have advised clients in all areas affecting the securities business. We have worked closely with client management and professional, compliance, technical and administrative staffs, and represented clients before the Securities and Exchange Commission, FINRA, the New York Stock Exchange, securities regulators in 50 states and other regulatory agencies. Our attorneys have experience with diverse, cutting edge issues that arise from sales and distribution, compliance, and securities litigation. We excel in applying securities laws to the distribution of all financial products and services, and counsel clients on the most complex and challenging issues facing the industry.

We serve our securities industry clients with an integrated approach that draws on the collective experience of our business, regulatory, and litigation attorneys. These attorneys, who include former SEC officials, have worked both in and for the securities industry, giving us an insider’s perspective on the business practices and objectives of market professionals. In addition, our attorneys have been very active in the American Bar Association, State Bar Associations, and various industry groups. We have also lectured and written extensively on securities, corporate, insurance, tax and other matters. As a result, our advice on individual issues contemplates, and contributes to, the client’s broader business, regulatory, and litigation goals. Our firm received a national ranking for securities law in Best Lawyers “Best Law Firms,” 2017.

Securities Industry Counseling

Our clients include national and regional broker-dealers, mutual fund complexes, investment advisers, and persons associated with such firms. We provide ongoing regulatory, compliance, and transactional legal services relating to all aspects of the securities industry. The services we provide include counseling clients about the effect of federal and state laws and regulations on: 

  • securities and corporate transactions, 
  • business arrangements, 
  • product distribution, 
  • development of industry best practices, 
  • structuring arrangements between securities issuers and banks, brokerage firms and marketing organizations, 
  • administrative and operational compliance, and 
  • regulatory and internal examinations.

Our regulatory and compliance advice draws on insights that our litigation attorneys frequently develop regarding positions taken by plaintiffs and regulators in adversarial judicial and administrative proceedings.

Our attorneys are experienced in the formation of financial services entities including broker-dealers and investment advisers. We guide clients through every phase of the formation and regulatory approval process. We also provide a full-service, regulatory and compliance counseling practice.

Our services to the securities industry also involve a broad range of matters arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act. These include the SEC’s whistleblower procedures, the harmonization of the regulation of broker-dealers and investment advisers, the Volcker Rule, the regulatory scheme for swaps and security-based swaps, the regulation of systemically risky, non-bank financial companies and executive compensation matters.

Securities Transactions and Compliance

We represent securities industry clients in matters related to mergers and acquisitions, business organizations, corporate finance issues, and compliance with regulations of the SEC, state securities commissioners, and other regulatory bodies. We represent our clients in their offer and sale of common and preferred stock, secured and unsecured debt instruments, limited partnership interests, and other investments in both private placement and public offerings.

Our attorneys, who have extensive knowledge of SEC regulations, blue sky laws, and stock exchange and FINRA rules, handle initial and secondary public offerings from the perspective of both the issuer and underwriter. Additionally, we represent businesses in all aspects of mergers and acquisitions transactions, exchange offers, tender offers, takeovers, and sales of stocks and assets.

Investment Companies and Advisers

Our attorneys have specialized expertise in investment company and investment adviser work. We provide investment companies and advisers a full range of corporate, regulatory, and litigation services. Our clients include registered and private investment companies, their sponsors, and investment advisers. Our attorneys counsel clients on new financial product designs and related regulatory compliance matters and on complex litigation matters, including class action defense. We also advise clients on significant regulatory and legislative developments, and serve as a client resource for identifying emerging regulatory and litigation risks. Our attorneys provide practical advice and insights based on decades of experience counseling and providing litigation services to clients.

We represent mutual funds and investment advisers throughout the country on a full range of matters. Many of our client funds are offered through variable insurance products and qualified retirement plans. Our attorneys have decades of experience handling the complex interdisciplinary legal and regulatory issues that arise in the development, marketing, and distribution of financial products in these markets. We also represent independent directors of mutual funds as independent legal counsel.

Hedge Funds and Other Private Investment Companies

We counsel hedge fund managers and other sponsors of private investment companies on a full range of matters with respect to the formation and operation of their private fund offerings. We advise on matters such as compliance with federal and state securities and investment adviser regulation, securities and adviser registration exemptions, the review and preparation of partnership agreements, subscription agreements, and fund offering documents, and SEC reporting and compliance requirements.

Litigation and Dispute Resolution

Our securities industry group litigators handle disputes over securities and corporate governance issues throughout the country, with responsibilities that range from responding to regulatory inquiries and pre-complaint investigations to litigating claims of securities fraud. We routinely defend financial services organizations, including their officers and directors, against class action litigation, shareholder derivative actions, suits arising out of failed securities offerings and other complex matters involving the Securities Act of 1933, proxy suits, appraisal actions, the Securities Exchange Act of 1934, and the Investment Company Act of 1940.

We guide and represent corporate defendants, investment advisers, broker-dealers and other market professionals through internal investigations, inquiries, and proceedings initiated by the SEC. Our firm handles all phases of SEC inquiries and investigations, from responding to Wells notices to defending against enforcement actions relating to market manipulation, insider trading, claims of financial fraud and other issues.

We routinely represent registered broker-dealers and other professionals in regulatory proceedings and arbitrations involving FINRA, and do so in a way that limits our clients’ financial, reputational and licensing exposure.

Representative securities litigation and enforcement matters include: 

  • Defended securities issuers and broker-dealers in multiple actions involving allegations of churning, selling-away, unsuitable sales, unauthorized trading, and state securities (“blue sky”) law claims. 
  • Removed and secured dismissal of putative class actions under the Securities Litigation Uniform Standards Act (“SLUSA”). 
  • Obtained summary judgment from federal district court in an action against securities issuer and broker-dealer that involved alleged criminal misconduct by a registered representative. 
  • Represented financial institutions in actions involving Madoff-related investment losses. 
  • Represented broker-dealer in high-stakes litigation relating to an alleged Ponzi scheme. 
  • Represented broker-dealer in FINRA investigation involving alleged market timing and record-keeping violations. 
  • Initiated action on behalf of financial institution against hedge fund regarding an alleged breach of the limited partnership agreement. 
  • Represented clients in numerous SEC inquiries and investigations on varied regulatory and market-related issues. 
  • Represented clients and secured merits victories in numerous complex FINRA arbitration matters involving customers, registered representatives, client supervisory personnel, and other member firms.