Services

For broker-dealers and dually registered broker-dealer / investment advisers, Anderson PLC:

• Advises on formation, organization, and capitalization of the entity, drafts self-regulatory organization membership applications, business plans, and written supervisory policies and procedures, assists in the preparation of pre-membership examinations and interviews, and advises on continuing membership applications and other regulatory approvals (e.g., those required by the Commodities Futures Trading Commission and the National Futures Association)
• Designs and implements comprehensive and independent diagnostic regulatory risk management reviews to identify gaps and weaknesses in the firm’s governance, supervisory, and other compliance processes
• Advises on the application of Rule 15c3-1 (the Net Capital Rule), Rule 15c3-3 (the Customer Protection Rule), and related books and records requirements, and the client’s policies and procedures for preparing and filing FOCUS reports
• Counsels on whether new firm activities require Financial Industry Regulatory Authority approval
• Advises on substantive, conduct, and disclosure obligations under Regulation Best Interest
• Advises on the application of fiduciary standards to the firm, its individual employees, and its programs
• Identifies and evaluates, and advises on how to mitigate, internal and external conflicts of interest
• Drafts and develops required compliance manuals and written policies and procedures, including written supervisory policies and procedures, in “plain English” and customized to the client’s business and operations, and prepares certification procedures relating to Rule 3110 and other requirements
• Advises on questions regarding the internal interpretation and enforcement of the client’s policies and procedures
• Drafts, reviews, and negotiates agreements, including standardized and party-specific account agreements, research agreements, engagement letters, fully-disclosed and other clearing agreements, prime brokerage agreements, trading counter-party agreements, mutual fund and other product / selling agreements, and commercial and other vendor agreements
• Counsels on “know-your-customer” and other sales practice questions, including in relation to publicly-offered and privately-placed securities
• Designs and develops written supervisory policies and procedures covering retail and institutional sales practices and trading operations
• Advises on determining “restricted person” status under Rules 5130 and 5131
• Advises on account documentation, supervisory, and sales practice requirements for fee-based and other programs that raise issues regarding compliance with the Investment Advisers Act of 1940
• Designs and develops practical and effective testing and surveillance procedures and programs, customized to the client’s business
• Designs and develops codes of ethics, insider-trading prevention and detection policies and procedures, and information barrier policies and processes
• Advises on legal, regulatory, and operational issues related to the development and launch of new products, including new, non-traditional, and complex products intended for retail distribution
• Counsels on real-time trading questions and issues, including matters involving market rumors and material non-public information
• Designs and develops policies and procedures governing the use of proprietary and third-party research
• Counsels on the application of Section 28(e), and designs and develops written policies and procedures applicable to soft dollar relationships, directed brokerage arrangements, and trade allocation and best execution obligations
• Counsels on the design and implementation of credit, risk management, new product, and other committees, and drafts committee charters, policies, and procedures
• Advises on the application of federal and state “pay-to-play” regulations, and designs and drafts relevant policies and procedures
• Counsels on “finder,” inadvertent, and business broker arrangements that could trigger registration obligations
• Advises in-house lawyers and compliance staff regarding the risks and duties unique to those roles
• Advises on regulatory issues related to the use of existing and emerging social media and communications technologies
• Provides advice on the client’s business expansion objectives, including with respect to licensing, registration, and supervisory issues
• Reviews standardized and unique advertising / marketing materials, performance reporting documentation, and communications with the public
• Designs and develops privacy and cybersecurity policies and procedures
• Trains management and other employee groups, including specialized staff such as retail and institutional sales staff, research analysts, traders, operations staff, treasury staff, developers, and senior and junior compliance officers, regarding ongoing and novel and unique regulatory requirements
• Designs and develops policies and procedures relating to record-keeping obligations (including with respect to retaining and producing email, instant messaging, and other forms of electronic communications)
• Advises on policies and procedures to comply with aggregation principles under Sections 13(d) and 13(g) of the Securities and Exchange Act, to prevent short-swing liability under Section 16, and to comply with non-U.S. position and transaction reporting and disclosure obligations
• Counsels non-U.S.-based broker-dealers on compliance with Rule 15a-6 and other U.S. law requirements and obligations
• Coordinates the use of local counsel in jurisdictions outside of the U.S.
• Designs and develops, and provides training regarding, policies and procedures relating to compliance with U.S. anti-money laundering regulations and the Foreign Corrupt Practices Act
• Advises on due diligence requirements and processes related to the retention or use of third-party service-providers
• Designs and develops practical disaster recovery / business continuity plans
• Counsels on preparing for, responding to, and defending formal and informal Securities and Exchange Commission, Financial Industry Regulatory Authority, and other self-regulatory organization inquiries, examinations, and investigations, including through designing and conducting confidential mock examinations of the client’s compliance program, supervisory processes, and internal controls
• Advises on and drafts responses to regulators’ deficiency letters and findings
• Advises on managing and responding to the client’s financial and / or reputational crisis
• Designs and develops broad-based and targeted remediation and regulatory reporting programs in response to the proposed or completed settlement of enforcement matters
• Advises on disclosure obligations that follow from, or that are part of resolving, regulatory investigations and enforcement actions, including where required to continue in business
• Counsels regarding the timing and content of self-reporting rule violations to the Securities and Exchange Commission and / or Financial Industry Regulatory Authority
• Obtains formal and informal regulatory interpretations and no-action or exemptive relief
• Drafts and negotiates a wide variety of commercial contracts
• Advises on business process and other outsourcing projects
• In relation to asset and stock purchase, carve-out, joint venture, and other strategic transactions, advises on due diligence requirements and processes; drafts and negotiates confidentiality and non-disclosure documents, term sheets, letters of intent, and definitive transaction documentation; advises on obtaining regulatory approvals; and designs and develops post-closing management, operational, and risk management integration plans
• Provides real-time monitoring of regulatory and legal developments affecting the industry and the relevant markets