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Financial Services Regulatory

Ulmer & Berne provides a full range of legal services to its clients in the financial services industry. Our clients include banks and trust companies, investment companies, investment advisers, broker-dealers, venture capital and hedge funds, insurance companies, pension plans and consultants, and other industry participants. In addition to its technical expertise, Ulmer & Berne’s Financial Services Regulatory practice provides high-quality, pragmatic, prompt, and cost-effective legal advice to its financial services clients.

Our interdisciplinary approach to counseling clients combines the knowledge of lawyers familiar with current banking and financial services regulations, consumer and privacy law, the federal and state securities laws, the Employee Retirement Income Security Act of 1974 (ERISA), the Revenue Code, commodities regulation, and federal and state banking and insurance laws. Several of our attorneys have worked at the Securities and Exchange Commission (SEC), investment management firms, banks, broker-dealers, and insurance companies, enabling us to provide practical insight into handling legal matters for our clients.

In our practice, we:

  • Represent banks and credit card companies in a range of consumer and regulatory issues.
  • Counsel public companies on Sarbanes-Oxley issues.
  • Analyze, and where appropriate, obtain informal or formal guidance from regulatory authorities on a broad range of banking, broker-dealer and investment adviser and investment company compliances issues.
  • Form, register, and represent investment companies, hedge funds, and investment advisers, and counsel clients on regulatory compliance matters.
  • Assist and advise public companies in making required filings with the SEC and other regulatory agencies.
  • Develop and review compliance guidelines for regulated entities.
  • Counsel clients on sales, acquisitions and mergers of financial institutions, and investment advisers and funds.
  • Structure entities and transactions to avoid regulation and registration under the Investment Company Act of 1940 and Investment Advisers Act of 1940.
  • Represent clients in regulatory and investigatory matters including SEC enforcement proceedings, OCC and OTC enforcement proceedings, CFTC enforcement proceedings, proceedings instituted by the securities divisions of state, white collar criminal proceeding, and proceedings instituted by FINRA and the various stock exchanges.
Ameriprise Learns The Hard Lesson That To Be Deemed “Reasonable,” A Supervisory System Actually Has To Work

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper A little over a year ago, I blogged about a FINRA Enforcement action against an Ameriprise rep – but, notably, not Ameriprise – to highlight what a great job the firm did in ensuring that its sales force was not engaging in any undisclosed...

FINRA Stats Reveal Horribly Kept Secret: Small Firms Are The Heart And Soul Of The Brokerage Industry, But Dying Off, Nevertheless

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper If you are like me, and spend your idle time twiddling around the FINRA website, then you already know that FINRA publishes a variety of mathematical statistics, updated periodically, that provide, along with the sobering tally of the Enforcement actions brought and fines...

FINRA Proposes To Require Disclosure Of Insurance Information In Arbitrations. Seriously.

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Once upon a time, FINRA at least pretended that it was interested in maintaining a level playing field for claimants and respondents in the arbitrations it administers. Today, all that pretense has been jettisoned.  In Regulatory Notice 18-22, which seeks comments on FINRA’s...

BD Learns It’s Not Enough To Have A Supervisory Procedure For OBAs, You Actually Have To Follow It

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper In most Enforcement cases involving outside business activities, it is the registered rep who is named as the respondent, and the allegation is that the RR failed to provide notice (or timely notice) to his or her broker-dealer about the OBA. On...

FINRA’s “Massive” Discovery Failure Results In…Absolutely Nothing

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper You are not going to believe this one. Here are the unadulterated facts, taken directly from the Order entered by the FINRA Hearing Officer (an Order, by the way, which FINRA elected not to publish on its website): Five days into an Enforcement hearing against...

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper About a month ago, I posted a blog about the apparent success that PIABA had achieved in getting two US senators — a Democrat and a Republican — to sponsor a bill to require FINRA to create a fund from which unpaid arbitration awards...

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper This week, Charles Schwab consented to pay the SEC a $2.8 million civil penalty for failing to file SARs on certain transactions – suspicious transactions, namely – by a number of independent investment advisors that Schwab had terminated from its platform. This matter is...

PIABA Lawyers Convince Congress Of The Importance Of Them Collecting Their Attorneys’ Fees

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I have written before of the ferocious effort by PIABA lawyers to fight for their ability to collect attorneys’ fees on contingency matters – FINRA arbitrations – that they manage to win but which never get satisfied because the respondent broker-dealer has...

FINRA’s Attempt To Change Well-Established Federal Law On Churning

From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross When Michael called me to tell me about the subject of this post, I frankly thought he was making it up. The notion that FINRA was seriously suggesting deleting one of the historically recognized essential elements of a churning claim —...

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Many people, myself included, are of the view that FINRA today remains a self-regulatory organization in name only. For years now, FINRA has taken a series of actions decried by its member firms – new rules, new interpretations of old rules, zealous...

FINRA Knows Best – At Least According To FINRA – When It Comes To Hiring Decisions

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I don’t know how many times I’ve written about FINRA’s efforts over the years to address “rogue brokers,” or what it refers to nowadays more politically correctly as “high-risk brokers.” It doesn’t really matter what blog post you read, or when I...

Reverse-Churning: BDs Are Damned If They Do, And Damned If They Don’t

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper A couple of years ago, I blogged about the concept of “reverse churning,” i.e., putting a customer who trades only infrequently into a fee-based account, thus costing the customer a lot more than it would have cost that customer to be in a commission-based...

FINRA’s Revolving Door: Much Ado About Nothing

From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross As loyal readers are undoubtedly already aware, I used to work for NASD, and Michael Gross more recently came to Ulmer from FINRA. That hardly means we win every FINRA Enforcement case we are engaged to defend. To suggest that because we...

FINRA’s Stated Paradigm Shift On Enforcement Actions

From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross I have spoken about FINRA possibly putting an end to the policy of pursuing cases where formal disciplinary action serves little to no regulatory purpose. That welcome paradigm shift may be upon us. This year, FINRA, in essence, pronounced that its “broken...

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I have often used this forum to complain about FINRA’s lack of backbone when it comes to dealing with PIABA, the group of lawyers who represent customers of broker-dealers, principally in arbitrations. Over the years, FINRA has amended its rules time and...

Expungement: Already An “Extraordinary Measure,” FINRA Now Seeks To Make It Even Less Accessible

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Expungement is a funny thing, and here’s why: for years, claimants’ counsel have complained loudly to FINRA that expungement was being granted too frequently, that legitimate customer complaints were disappearing from CRD, resulting in an unfair, sanitized representation of brokers’ records that...

A Sordid Story From the Trenches of FINRA Arbitration

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I have used this forum before on occasion to complain about the vagaries of the FINRA arbitration process, and, in particular, the perspective of a respondent’s counsel that the game often seems to be rigged in favor of claimants. Let me give...

Here is a really interesting post from Michael Gross regarding those potentially uncomfortable moments when FINRA calls non-complaining customers. Because FINRA is not the government, it has no subpoena power over these people, and so needs them to cooperate voluntarily. The problem is that FINRA does an awful job of...

I would imagine that the point of FINRA releasing its list of exam priorities each year is to help firms who are actually going to be examined, by providing a glimpse into FINRA’s playbook so they can address, proactively, the issues they know FINRA will focus on. To be forewarned...

As I have discussed before, there are some rule violations that are going to happen no matter what FINRA says about them, no matter how many Enforcement cases it brings, and no matter what BDs do to “detect and prevent” such violations. A prime example of such is outside business...

Will FINRA’s 8210 Madness Ever Stop?

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Once again, Rule 8210 has me frustrated. And angry. Well, not the rule itself, but the aggressive manner in which FINRA continues to wield it, and how its scope is interpreted by hearing panels called upon to consider cases involving what seem...

FINRA’s Exam Guidance Is A Big Yawn

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper As promised, FINRA has released its first Report outlining common findings from its examinations, in an effort to help member firms comply with the rules and, presumably, avoid problems that other firms encountered. A noble idea, especially for an entity not exactly known (at...

FINRA Examiners Are Like A Box Of Chocolates . . .

From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross Michael discusses the differences in examiners — and, potentially — examination results from District Office to District Office. Remember, however, that such differences aren’t supposed to exist! That’s why the Office of Disciplinary Affairs exists. I suppose the question is whether...

First Shot Fired In PIABA’s War On The Securities Industry

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper A week or so ago, I highlighted in a post the acceptance speech of PIABA’s incoming president, Andrew Stoltmann, in which he announced his intent to wage “war” on the securities industry. Bluster aside, Andrew has been true to his word.  His...

No Bar For Submitting False Expense Reports?

From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross Here is a post from Michael Gross about a recent settlement involving the submission of false expense reports.  The issue isn’t the misconduct, but, rather, the rather tepid sanctions imposed. Do I sense the pendulum starting to swing back? – Alan...

Goins Receives 2017 Diversity Award from the Diversity Law Institute

Ulmer Partner Frances Floriano Goins received a 2017 Diversity Award from the Diversity Law Institute (DLI). The presentation was made on November 3 at the 2017 Diversity Law Institute Summit & Awards in Philadelphia. DLI Diversity Awards are given annually to a select number of individuals, law firms and companies...

FINRA In The News, And Not In A Good Way

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper It has been said that there’s no such thing as bad publicity, but I wonder if FINRA feels that way after having been featured in a number of less-than-favorable, or at least curious, media stories over the last couple of weeks. First, two...

PIABA’s New President Is A Nice Guy, Sure, But He’s Hardly Your Friend

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I have stated more than once in these posts that among claimants’ counsel, I have perhaps the greatest respect for Andrew Stoltmann, a fellow Chicagoan. I am not saying that I ever agree with anything he has to say, because I don’t,...

This Case Could Mean An End To Bars And Suspensions…Maybe

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Bear with me here as I relate the tale of John Saad and his tortuous path through the FINRA Enforcement process and, ultimately, the court system. It is worth following me on this journey, as the upshot of the story is that...

Ulmer Bolsters Chicago Litigation Practice

Ulmer & Berne LLP announced that financial services litigator, Jonathon D. Drews, has joined the firm as an associate in its growing Chicago office. The addition of Drews, who comes to Ulmer from Hinshaw & Culbertson LLP, reinforces the firm’s highly-ranked Financial Services & Securities Litigation Practice Group. “Over the...

FINRA’s Heavy Hand Questioned…By FINRA

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I am on the record, many times, with my belief that, at least in theory, FINRA should never lose any Enforcement cases it files. This is for the simple reason that if FINRA has any genuine doubts about its ability to...

The Equifax Breach May Be A Problem For More Than Just Equifax

From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper All of you who use Equifax to conduct a part of your CIP responsibilities, raise your hands. Ok, now, only to those of you whose hands are in the air: how many of you have checked your firm’s incident response...

The Office of Management and Budget’s Office of Information and Regulatory Affairs (OIRA) announced this week that it was effectively approving a delay in full implementation of the Department of Labor (DOL) Fiduciary Rule. After several years of study and comment, the final version of the Rule was originally slated...

Has FINRA Completed Its Inquiry?

From Ulmer’s Broker Dealer Law Corner Blog By Michael A. Gross Michael A. Gross Has FINRA completed its inquiry?* I have fielded this question from multiple registered reps. It is a fair question to ask. It is quite understandable that a rep who is the subject (but feels like the target)...

Betman Quoted in Law360 and InvestmentNews Articles

SEC Disgorgement Could Face Tough Crowd At High Court From Law360 By Carmen Germaine “Of the cases that are up in front of the Supreme Court, with Gorsuch being appointed, this is not one of the more high-profile cases — there’s many cases that have much more profile and wide-sweeping impacts...

SEC Gives Advisors A Break On Custody Rule

From Ulmer’s Broker Dealer Law Corner Blog By Alan Wolper A common complaint that I hear from broker-dealers and investment advisors is that it is nearly impossible anymore to obtain informal guidance from their regulators. Where it was once possible, even normal, to make a call and get casual advice...

Michael Gross Quoted In FundFire Article

Broker Theft Allegations Lead to Hundreds of Lifetime Bans Danielle Verbrigghe and Billy Nauman for FundFire, March 13, 2017 “Theft or conversion is at the top of the list of things that FINRA enforcement and other regulatory agencies are looking to stop, says Michael Gross, a partner at Ulmer & Berne,...

Trump Actions on the DOL Fiduciary Rule and Dodd-Frank

From Ulmer’s Broker-Dealer Law Corner Blog Author: Frances Floriano Goins On February 3, 2017, President Trump signed a memorandum addressed to the Secretary of Labor directing that the Conflict of Interest Rule Retirement Investment Advice, 81 Fed. Reg. 20946 (April 8, 2016) (the “DOL Fiduciary Rule” or “Fiduciary Rule”) be...

Betman Quoted in Law360

M&A Litigation Lifts Securities Suits To 20-Year High By Chelsea Naso for Law360, published February 1, 2017 The number of federal securities class actions in 2016 rose to its highest level in two decades. A recently published Law360 article examines some of the factors contributing to the new high-water mark, including a steep...

Ulmer Promotes Five to Partner, One to Counsel

Press Release Ulmer & Berne LLP is pleased to announce the promotions of five of its attorneys to partner. They include Daniel Gottesman, Richard Hamilton, Jr., Jesse Lipcius, Brad Sobolewski, and Ulmer’s General Counsel, Kenneth Zirm. In addition, Ulmer also elevated associate Evelyn Holmer to counsel. Lipcius is based in...

Wolper Quoted in FINRA-Focused RIABiz Article

Alan Wolper provided commentary in a recent RIABiz article focused on BrokerCheck, FINRA’s report card on broker-dealers. In the article “FINRA shifts an unwelcome spotlight away from itself – by training it on the brokers it oversees,” Wolper noted: “Rather than the entity that was created decades ago, which was...

Ulmer & Berne Welcomes Three New Attorneys

Ulmer & Berne is pleased to announce the addition of three new attorneys in its Cleveland and Chicago offices. Trevor J. Hardy and Adam R. Watowicz join the firm as Cleveland-based associates in the Litigation and Employee Benefits practices respectively, while Denise Fesdjian joins as a Chicago-based Financial Services associate. Trevor...

Groedel Quoted in Investment News

“SEC set to reform administrative law process,” Investment News July 5, 2016

Goins Named to Benchmark’s Top 250 Women in Litigation

For the third consecutive year, Ulmer & Berne partner Frances Floriano Goins was named to the 2016 edition of the Benchmark Top 250 Women in Litigation. The annual publication is dedicated to honoring the accomplishments of America’s leading female litigators. Based in Cleveland, Ohio, Ms. Goins is one of only...

Groedel Quoted in Crain’s Cleveland Business

“Judge clears Equity Trust Co. of wrongdoing in SEC fraud dispute,” Crain’s Cleveland Business July 5, 2016  

Ulmer & Berne Prevails on SEC’s Home Turf

Following an eight-day hearing held in Washington, D.C., a Securities and Exchange Commission (SEC) administrative law judge dismissed the administrative proceedings against Equity Trust Company (Equity Trust),  and found that Equity Trust did not cause the alleged violation of federal securities laws committed by two unrelated parties. Howard Groedel, a...

Ulmer & Berne Adds Senior FINRA Counsel, Bolstering its Broker-Dealer and Financial Services Regulatory Practices

Michael A. Gross, previously Senior Litigation Counsel at the Financial Industry Regulatory Authority (FINRA), has joined Ulmer & Berne as a partner. This marks Mr. Gross’s second tenure at the firm, where he worked as an associate before joining FINRA. Mr. Gross will be based in Boca Raton, Florida, Ulmer &...

Ulmer & Berne announces that partner Frances Floriano Goins was selected for inclusion in the 2015 Top 250 Women in Litigation, distributed by Benchmark Litigation, and also has been named a Fellow in The Trial Lawyer Honorary Society of The Litigation Counsel of America. Benchmark’s Top 250 Women in Litigation...

Chicago-based partner Alan Wolper has been named co-chair of Ulmer & Berne’s Financial Services & Securities Litigation Practice Group. Mr. Wolper joins Cleveland-based partner Frances Floriano Goins in leading the group. Mr. Wolper focuses his practice exclusively on the representation of brokers, broker-dealers and investment advisors. He defends regulatory investigations...

Ulmer & Berne LLP announces that four of the firm’s attorneys have been recognized in the 2015 edition of Benchmark Litigation as “State Litigation Stars.” The following Ulmer & Berne attorneys were selected in their jurisdictions: Frances Floriano Goins – State Litigation Star-Cleveland Jeffrey F. Peck – State Litigation Star-Cincinnati...

Ulmer & Berne LLP is ranked in 40 categories in the 2015 U.S. News – Best Lawyers® “Best Law Firms” rankings. Among these, the firm earns U.S. News – Best Lawyers’ highest ranking in 23 categories. The firm also ranks nationally in 17 categories. Ulmer & Berne achieved a “Metropolitan Tier...

Last week the Financial Industry Regulatory Authority’s (“FINRA”) Board of Governors approved a proposed rule that would effectively eliminate the use of arbitrators with any prior industry experience from serving on panels involving customer claims. The rule change is subject to final approval by the Securities and Exchange Commission (“SEC”)...

February 2013 – On January 18, 2013, the Financial Industry Regulatory Authority, Inc. (“FINRA”) announced that the Securities & Exchange Commission (“SEC”) approved proposed amendments to FINRA’s Customer and Industry Codes of Arbitration Procedure (the “Codes”) pertaining to the authority of arbitrators to issue subpoenas, and to order FINRA member...

Representative Experience

  • Represented regional brokerage firm in connection with a FINRA investigation relating to certain revenue sharing arrangements between a broker-dealer and mutual fund complex. FINRA closed this matter without any enforcement action against the firm.
  • Represented an independent financial services firm in connection with an investigation being conducted by a state regulatory authority relating to allegedly improper sales practices and failure to supervise. After a lengthy investigation and aggressive defense, state regulatory authority closed its investigation without taking any enforcement action.
  • Advises several hedge funds and sponsors of other pooled investment vehicles with respect to compliance under Regulation D of the Securities Act of 1933 and the Investment Company Act of 1940.
  • Represents broker-dealers in other investment firms with respect to the filing of Schedule Ds, Schedule Gs and Schedule F with the Securities and Exchange Commission (SEC).
  • Represents various issuers of securities in connection with investigations by state securities authorities with respect to compliance with state blue sky laws.
  • Represented several brokerage firms in connection with mergers and sale of assets, including FINRA Rule 1017 applications.
  • Represents publicly held corporations and their directors and officers in connection with investigations being conducted by the SEC, FINRA and state securities regulatory authorities in connection with, among other things, insider trading allegations, accounting fraud and market manipulation.
  • Represents several large brokerage firms in connection with responding to SEC examination deficiency letters.
  • Represents issuers and broker-dealers in connection with rescission offers.
  • Represented a large brokerage firm in connection with an investigation being conducted by the NASD arising from the activities in one of its largest branch offices where dozens of customers were allegedly victimized by a “rogue broker” resulting in losses alleged to be in excess of $15 million. After a year-long investigation involving the testimony of numerous witnesses, Wells Statements, and the production of thousands of pages of documents, we were successful in convincing the NASD not to bring an enforcement action against the firm.