Practice Areas
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Financial Services Advisory and Counseling

Related Professionals
Representative Engagements

Regulatory counseling

The U.S. securities industry is subject to multiple layers of regulation, starting with the U.S. Securities and Exchange Commission at the federal level and continuing through individual regulatory bodies at the state level and self-regulatory organizations such as the Financial Industry Regulatory Authority. Through years of practice experience in this area of the law, our attorneys have developed a deep understanding of the complex and constantly changing regulatory environment in which the securities industry and its members operate. 
 
Our attorneys take a proactive approach based upon our belief that a primary goal of effective representation is helping clients avoid problems before they happen. The palette of services we provide in this area is extensive: 
  • Helping businesses comply with regulatory filing and recordkeeping requirements.
  • Assisting in the course of regulatory examinations and audits.
  • Training sales and trading personnel in matters related to compliance.
  • Advising clients on new rulemaking and recent regulatory interpretations with the potential to impact their businesses.

Broker/dealers

Our attorneys have extensive experience assisting entities of all sizes, from sole practitioners to multi-office firms, in all aspects of the formation and registration of a new broker/dealer, including satisfying SEC and state registration and FINRA membership requirements. We advise broker/dealers on all aspects of regulatory compliance, including, but not limited to:
  • Responding to investigations and examinations by the SEC and self-regulatory organizations.
  • Advising on new developments regarding industry rules and regulations.
  • Counseling on trading, capital markets, and research issues (both equities and fixed income).
  • Advising on product sales (variable annuities, auction rate securities, mutual funds, etc.).
  • Preparing regulatory filings and compliance and supervisory policies and procedures.
Our attorneys have represented registered principals and salespersons in connection with their registrations, regulatory filings, and re-licensing.
 
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Capital markets and market structure

Expansion of the equities, fixed income, commodities, and futures markets is an ongoing trend driven by a variety of forces, including globalization, technological advances, and regulatory developments. Our attorneys have the breadth of experience and depth of knowledge needed to effectively counsel clients on sales, trading, and capital market issues in this fluid, sometimes turbulent, environment. We are extremely conversant with the rules and regulations governing all kinds of financial markets. We also advise on offering circulars and disclosure documents related to certain distributions, transactions, or specific products.

Derivative products

Derivatives, such as options and futures, are increasingly displacing straight equity trading as an important driver of the global financial marketplace, and our attorneys have a wealth of experience advising clients on a wide variety of derivative products. Additionally, we advise traders on their hedging and risk management strategies and tools, assuring they remain in compliance with relevant rules and regulations. We also advise clients on the creation of new products and appropriate sales and marketing disclosures and procedures accompanying them.

Investment advisers

Our attorneys advise domestic and foreign money managers, public investment advisers, institutional advisors, private equity managers, hedge fund managers, and commodities pools. We provide securities, commodities, and financial futures legal advice regarding registration requirements, compensation, disclosure, soft dollars, and reporting requirements. We have assisted investment advisers in registering with the SEC and various state regulators; we also have conducted compliance reviews for some of these clients.
 
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Hedge funds

Murphy & McGonigle’s Advisory and Counseling attorneys assist clients with the formation, structuring, and representation of domestic and off-shore hedge funds. We have established and advised both equity-only funds and funds that use complex hedging techniques in conjunction with derivatives and financial futures. We provide ongoing regulatory and compliance advice about securities, commodities, tax, ERISA (pension law), and other applicable laws. We specifically counsel about information barriers, reporting, valuations, and disclosure. 
 
Our advisory capacity spans a broad range of federal and state securities laws, including the Securities Act of 1933, the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the Commodities Exchange Act. Our services include drafting and negotiating partnership agreements and limited liability company agreements, and we also assist private and institutional investors in connection with investments in hedge funds.

Mortgage-backed securities and other structured products

As recent economic history has made very clear, defaults involving sub-prime mortgages and disruptions in the economy that result in increased foreclosures and a general tightening of credit have a significant negative impact on the financial services industry. Our attorneys have handled disputes involving mortgage-backed securities and a variety of other complex financial instruments and transactions. We provide timely and well-coordinated representation to protect our clients’ interests. We have represented major lenders, broker/dealers, insurers, financial institutions, and mortgage loan originators in connection with troubled mortgage-backed securities, collateralized mortgage obligations, sub-prime mortgages, commercial paper, and related issues.

Anti-Money Laundering

Murphy & McGonigle attorneys assist financial institutions as they face anti-money laundering (AML), know-your-customer (KYC) and other stringent reporting, regulation, compliance and enforcement demands as well as support for investigations. Banking and other financial institutions face increased number and severity of AML penalties. The US Government and the USA Patriot Act have placed in focus the importance of AML and other counter-terrorism activities, particularly for our financial services clients. Our attorneys have a wide range of experience, including: 
  • Defended broker/dealers in AML self-regulatory organization investigations
  • Revised AML procedures for a broker/dealer affiliate of a large financial institution
  • Advised the NYSE on AML and KYC best practices. 

Representative engagements

  • Reviewing a broker-dealer’s handling of retail orders, including best execution and order routing processes and relevant policies and procedures.
  • Representing an investment advisory firm during SEC examination regarding assets under management calculations and wrap fee program referrals. 
  • Representing investment adviser in obtaining no-action letter concerning state registration.
  • Advising a broker-dealer on policies and procedures relating to gifts and client entertainment. 
  • Advising a broker-dealer regarding supervision and assisting with written supervisory procedures. 
  • Advising a global financial services client regarding research policies and procedures.
  • Advising a broker-dealer on soft dollar processes and requirements. 
  • Advising a broker-dealer on direct market access requirements. 
  • Reviewing a broker-dealer’s fixed income trading operations and its compliance program relating to fixed income products. 
  • Representing a Municipal Securities representative in industry reapplication process requiring FINRA, SEC, and state regulatory authorization.
  • Examining a broker-dealer’s customers’ fixed income trading to assess compliance with applicable rules.
  • Advising a broker-dealer on TRACE reporting of fixed income trades.
  • Advising a broker-dealer regarding preparation of FINRA new membership application.
  • Preparing a FINRA member’s continuous application in the context of statutory disqualification for an associated person.
  • Assisting a broker-dealer and investment advisory clients with regulatory examinations and investigations.
  • Defended broker/dealers in AML self-regulatory organization investigations
  • Revised AML procedures for a broker/dealer affiliate of a large financial institution
  • Advised the NYSE on AML and KYC best practices.

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