Regulatory and Enforcement Counseling

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The U.S. Securities and Exchange Commission (SEC) brings hundreds of civil enforcement actions against individuals and companies for securities laws violations each year. Regulation and enforcement by the SEC continue to rise and be the source of external and internal challenges for public companies, broker-dealers, investment advisors, and mutual funds.

Our attorneys provide ongoing counsel regarding the interpretation of securities laws including The Securities Act of 1933, which governs the issuance of securities, and The Securities Exchange Act of 1934, which governs the trading, purchase and sale of securities.

Within our Financial Markets Group, we have attorneys who have decades of experience in regulatory compliance, regulatory institution experience, securities trading issues, financial product development, and corporate governance.

Regulatory Compliance

Briggs and Morgan’s Financial Markets Group has extensive experience representing companies and individuals facing SEC investigation involving securities law issues, counseling clients on securities laws and regulatory issues, and conducting independent internal investigations.

Our attorneys regularly monitor SEC and self-regulatory organization (SRO) rulemaking activity. We have broad experience reviewing policies and processes from a risk management and regulatory compliance perspective to assist clients in implementing recommended changes to comply with regulatory guidelines.

The Financial Markets Group attorneys regularly assist clients involved in inquiries, unannounced and formal audits, and formal investigations brought by federal and state regulatory bodies and SROs as well as conduct internal investigations on a range of matters from “selling away” to theft.

Our experience has involved counseling clients on preparing, modifying and developing compliance policies and procedures including Written Supervisory Procedures (WSPs). We also assist clients engaged in annual supervisory controls reviews and certification processes related to NASD Rules 3010, 3012, and 3013 as well as NYSE Rule 342.10.

Regulatory Institution Experience

The SEC is the primary regulator of securities markets in the United States. It works with other federal and state organizations including the Financial Industry Regulatory Authority (FINRA), previously known as the National Association of Securities Dealers, Inc. (NASD); the Commodities Futures Trading Commission and other SROs—all of which the Financial Markets Group has had experience.

We regularly represent clients before FINRA (formerly the NASD)—the major private-sector regulator—and counsel them regarding registration and compliance including inquiries, unannounced and formal audits, and formal investigations. Our attorneys also assist clients in developing and modifying compliance policies and procedures.

Attorney Dave Rosedahl has more than 25 years of experience in the financial markets industry, specifically the securities regulatory area. His unique background as a chief regulatory officer of the Pacific Exchange, a managing director and general counsel for Piper Jaffray Companies, and an associate general counsel and corporate secretary for the Securities Industry Association allows him to provide a balanced perspective when dealing with regulatory investigations, enforcement actions, remedial work, and general inquiries.

Trading Issues

The Financial Markets Group handles a variety of securities trading issues for clients. Our attorneys provide ongoing counsel regarding the interpretation of securities trading laws, specifically those addressed in The Securities Exchange Act of 1934.

Insider trading is commonly thought to be illegal. Corporate insiders—officers, directors and employees—can legally buy and sell stock in their own companies and must report trading to the U.S. Securities Exchange Commission. Corporate insiders who trade securities in breach of a fiduciary duty while in possession of nonpublic information violate securities laws; this is illegal insider trading activity.

Because the SEC continues to make investigation and prosecution of insider trading a priority, our attorneys assist clients in understanding the difference between legal and illegal insider trading and counsel them regarding SEC compliance and enforcement.

The Financial Markets Group attorneys also offer legal counsel regarding online trading and the host of issues that can arise from this popular activity. Perhaps the most common investor complaints are related to failure or delay in online order processing, difficulty accessing their online accounts, and processing errors. We assist clients in developing or revising policies and procedures related to adequate online information for customers to make investment decisions, advertising, executing customer transactions, security measures, and supervision of the online site.

Financial Product Development

Our extensive background in securities compliance and enforcement and the long list of financial services clients we serve, the Financial Markets Group is often involved in counseling clients in the design, development and distribution of new financial products. We help clients achieve the required regulatory approvals and support the design of appropriate compliance procedures.

Our senior attorneys have been involved in a of “firsts” in this area, including assisting in the creation of the first derivatives program and the first investment advisory program offered by a Wall Street firm. They also defended these firms in the first class actions and enforcement proceedings related to both products.

Corporate Governance

Leadership accountability is as intense as ever in the financial markets industry. The roles of boards of directors, board committees, individual directors, and executive officers are challenging. Our attorneys are familiar with the necessary laws and policies and procedures that impact how a corporation is directed and administered. We have extensive experience in advising boards, directors, and officers about their responsibilities and fiduciary duties.

Regulation of corporate governance is bound to stay on the forefront of federal and state governments and regulatory organizations. Our Financial Markets Group attorneys counsel clients on the continually changing laws that impact company leadership. We provide guidance in interpreting and complying with federal and state securities laws including Sarbanes-Oxley as well as the regulatory requirements set forth by the U.S. Securities Exchange Commission, the Financial Industry Regulatory Authority or FINRA (formerly the National Association of Securities Dealers), and other self-regulatory organizations (SROs).