Parker MacIntyre is a law firm that represents some of the best-known brokerage firms and investment advisers in the country. Our experienced securities attorneys handle legal matters related to securities, securities regulation, broker-dealer regulation, investment adviser regulation, litigation and arbitration. Many of our attorneys developed skills and specialized knowledge while serving as regulatory counsel and regulators. Others served as compliance officers for national broker dealers and investment advisers to private funds. As a result, our BD and RIA compliance lawyers know the financial services industry from two perspectives: that of the regulator and of the regulated firm. This kind of understanding that only comes from experience is invaluable to us as we advise our clients.
Investment Adviser Formation, Regulation and ComplianceParker MacIntyre advises start-up and existing investment advisers, including those who must register with the Securities and Exchange Commission (SEC) or with a state regulatory agency. Industry rules often shift, necessitating a comprehensive and up-to-date understanding of federal and state laws and regulations. Our firm can assist with everything from choosing a business structure to developing governing documents, or from constructing a framework compliant with securities laws and regulations to defending against enforcement actions. The SEC regulates investment advisers, mostly through the Investment Advisers Act of 1940 and rules adopted under that law. There are many requirements, but one requirement is that a firm or person that meets the definition of an investment adviser under the Act must register with the SEC unless it is exempt or prohibited from registration. Almost all states have similar requirements under state securities laws, and in addition, require individuals providing investment advice to register. In addition to requirements for advisory firms, both the SEC and the states impose requirements on individual advisers who work for advisory firms. Among those requirements is a broad prohibition against fraudulent conduct, often broadly defined to include not only intentional fraud but also negligent conduct. Some activities are further regulated by the adoption of regulations that must be scrupulously followed.
Litigation and Arbitration Regarding Financial Services and SecuritiesOur RIA compliance lawyers prosecute and defend legal actions on behalf of individuals and firms that participate in the financial services industry. These cases have often included noncompetition or raiding cases, arbitration proceedings involving customers of RIAs or broker-dealers, promissory note cases, breaches of purchase and sales agreements, breaches of employment contracts and many other disputes that arise in the RIA and securities contexts. The type of case will usually determine which laws and regulations apply. For example, FINRA prohibits recommending to a customer the sale or purchase of a security that is unsuitable, given the customer’s age, investment objectives, financial situation and investment experience. Customers often allege that an investment in one kind of security is unsuitable, or the frequency or amount of these transactions was excessive and thereby unsuitable for a particular customer. Other common customer arbitrations are those involving allegations of churning, unauthorized trading, self-dealing and breach of fiduciary duty. In another context, litigation often arises regarding breaches of contracts between a regulated firm and its former employees or advisers. These cases often require interpretation of complicated agreements or laws and regulations that specifically relate to the legal relationship between the firm and its employees or advisers, such as noncompetition laws, private industry protocols, common law rules and industry rules relating to client choice, among others.