Securities & Investment Companies

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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 the 2020 U.S. News – Best Lawyers “Best Law Firms.”

  • 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
    • 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, nonbank 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. We also counsel clients regarding compliance with the DOL’s fiduciary rule.

    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.

All Insights

The SEC Has Proposed a New Cyber Disclosures Rule for Public Companies

The SEC Has Proposed a New Cyber Disclosures Rule for Public Companies

March 14, 2022

The SEC has stated its belief that the proposed four-day reporting requirement would “significantly improve the timeliness of cybersecurity incident disclosures, as well as provide investors with more standardized and comparable disclosures.”

Four Takeaways From the SEC's Proposed Cyber Rule for Public Companies

Four Takeaways From the SEC's Proposed Cyber Rule for Public Companies

March 11, 2022

The Securities and Exchange Commission recently published a proposed rule that would significantly impact public companies’ cybersecurity reporting obligations. This alert discusses the proposed changes and provides four key takeaways for publicly traded companies.

Payment for Order Flow (PFOF): Your Questions Answered

Payment for Order Flow (PFOF): Your Questions Answered

October 11, 2021

This podcast details why payment for order flow and gamification are in the news, and how regulators and the industry in general are addressing related issues and concerns. The episode features Brattle Senior Consultant and Broker-Dealers & Financial Services Practice Leader Hollie Mason, MS, JD, who is joined by Carlton Fields Shareholder and former FINRA Senior Director Justin Chretien.

Making Good on Its Promise: SEC Pursues Cyber Enforcement Actions Against Financial Services Companies

Making Good on Its Promise: SEC Pursues Cyber Enforcement Actions Against Financial Services Companies

October 4, 2021

The SEC recently announced settled charges with several investment advisory firms and broker-dealers following email account takeovers. These settlements are the latest in a string of enforcement actions relating to what the SEC considers as cybersecurity failures at registered financial firms.

Record-Breaking SEC Whistleblower Awards Signal the Need for Robust Anti-Retaliation Policies

Record-Breaking SEC Whistleblower Awards Signal the Need for Robust Anti-Retaliation Policies

May 11, 2021

Last year saw a significant increase in whistleblower reports to the Securities and Exchange Commission (SEC). Given this environment, companies should analyze their compliance program to implement and communicate strong anti-retaliation policies.


The "Compass Rose" Method for Corporate Witness Interviews

July 7, 2020

Former AUSA Jack Clabby, a litigator with Carlton Fields, describes his unique method for opening corporate internal interviews.

Key Contacts

Other Team Members

Gary L. Sasso

Gary L. Sasso

President and Chief Executive Officer

Featured Insights


The information on this website is presented as a service for our clients and Internet users and is not intended to be legal advice, nor should you consider it as such. Although we welcome your inquiries, please keep in mind that merely contacting us will not establish an attorney-client relationship between us. Consequently, you should not convey any confidential information to us until a formal attorney-client relationship has been established. Please remember that electronic correspondence on the internet is not secure and that you should not include sensitive or confidential information in messages. With that in mind, we look forward to hearing from you.