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.
SEC Settlement Proves That It’s Easy Enough For An IA To Get In Trouble Just For Doing Nothing
In a new post to Ulmer’s Broker-Dealer Law Corner blog, Ulmer Partner Alan Wolper discusses a recent SEC settlement and how it proves that it can be easy for an investment advisor to get into trouble by simply doing nothing. To read the full post, click here.
December 07, 2021
OCIE Offers Reg BI Examination “Study Guides” (But Not An Extension)
From Ulmer’s Broker-Dealer Law Corner Blog By Heidi E. VonderHeide Heidi is my go-to destination for all things Reg BI. Here’s a quick, but really helpful, update from her. – Alan This week OCIE issued twin alerts relating to the upcoming implementation of Reg BI. A lot of the statements are...
April 10, 2020
If Covid-19 Wasn’t Bad Enough, Just Wait For The Arbitrations
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Forced to sit at home under government-ordered decree, and having finished binge-watching Season 3 of Ozark and Season 4 of Money Heist on Netflix, what’s left to do except prey upon scared investors – particularly seniors – who have been watching the...
April 08, 2020
What Happens When Potential Arbitrators Don’t Answer The Phone
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I think that most lawyers who handle arbitrations, no matter what side of the table they occupy, would agree that one of the most important components of the case – perhaps the most important – is the selection of the arbitrators who comprise the...
March 31, 2020
FINRA’s ODA Continues To Operate As Enforcement’s Puppeteer
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper A couple of years ago, I complained here about FINRA’s Office of Disciplinary Affairs, or ODA. I am here to report that…nothing has changed. Let me explain. I am defending a FINRA Enforcement case that is scheduled to go to hearing in a...
March 01, 2020
Countdown Continues as SEC and FINRA Issue Additional Reg BI Guidance
From Ulmer’s Broker-Dealer Law Corner Blog By Heidi E. VonderHeide Heidi continues to stay on top of developments relating to Reg BI. – Alan Just in case you’ve not yet seen them, both the SEC and FINRA, over the last week or so, have released a series of documents that touch, partly or entirely,...
January 21, 2020
Ronald S. Betman Published by ABA on SEC Enforcement Actions
Ulmer Partner Ronald S. Betman was published in the most recent edition of the American Bar Association’s Securities Litigation Newsletter (Winter 2020). Betman’s article, “SEC Enforcement Actions Brought in Support of Foreign Securities Authorities,” covers the background on SEC cooperative arrangements with foreign securities authorities as well as the SEC’s...
January 09, 2020
FINRA’s Proposed Amendments to Code of Arbitration Procedure Put Customers’ Interests Ahead of Members’
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper As I have mentioned before, several times, PIABA is deathly concerned with the fact that sometimes customers who prevail in arbitrations are unable to collect their awards, which typically happens when the respondent firm and/or the RR leaves the industry (thus eliminating...
November 12, 2019
FINRA’s Latest Statistical Snapshot Shows Continued Decimation Of Small BDs
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Last year, for the first time, FINRA produced a statistical report designed to provide some perspective on the firms that comprise its membership. I blogged about it, and concluded at the time that the report basically demonstrated the following: FINRA is still mostly...
October 07, 2019
It Is Not Possible To Predict When FINRA Will Charge Something As Willful. Or Is It?
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I have written a few times about FINRA’s ceaseless interest in bringing cases against registered reps who fail to update their Form U-4 in a timely manner to disclose the fact that a tax lien has been filed against them. Or several...
September 24, 2019
Two (More) Scary Tales Of FINRA’s Abuse Of Rule 8210
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Once again – twice again, actually – FINRA has used Rule 8210 as a cudgel, beating the poor unfortunate recipients of the “request” for documents and information into submission, or worse. This has got to stop. The first case is a repeat...
September 04, 2019
All-Public Arbitration Panels Are Paying Out Money At An Unprecedented Rate
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I read an article this week in Investment News with the following headline: “Brokerage Customers Winning More FINRA Arbitration Cases.” As a guy who defends customer cases, I was naturally intriguied by this. According to the article, “brokerage customers who do file...
August 19, 2019
Why Is FINRA So Interested In Your Non-Securities Business?
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Rightly or wrongly, I don’t know much about cryptocurrencies or digital coins. But that’s ok. What is worrisome, on the other hand, is that I am increasingly concerned that FINRA doesn’t either. And while my own ignorance will have exactly zero impact...
July 25, 2019
A Glaring Example of FINRA Dragging Its Feet
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper FINRA loves to tout its supposed intent to bring meaningful cases, cases that matter to the investing public, rather than enforcing “foot faults,” as it has been accused of doing over the years. My own experience with FINRA suggests that while it...
July 03, 2019
FINRA Releases Regulatory Notice 19-17, Proposes to Dispense with Due Process
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper Reading Reg Notice 19-17 makes me think of the legal arguments that I’ve recently read regarding whether a president can be found guilty of obstructing justice if the actions in question were taken out in the open, for everyone to see. Here, FINRA’s proposed...
May 08, 2019
FINRA’s Proposal On High-Risk Firms Is A Must-Read, But Hardly A Must-Enjoy
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I apologize for all the posts this week, but I am traveling and am in a different time zone, so I am awake at hours when, ordinarily, I would be asleep, giving me time to muse. Anyway, given that, I will not...
May 03, 2019
FINRA Says, Proof? We Don’t Need Your Stinkin’ Proof
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper If you are a regular reader of this blog, then you know that over my last few posts, I have been talking about an increasingly visible effort by FINRA to turn its regulatory eye from rogue brokers – who have been an...
March 29, 2019
FINRA Is Going After “High-Risk” Firms, But First Has To Invent The Definition Of High-Risk
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper I told you two weeks ago in my blog post that this would happen. I told you that when Robert Cook announced the topics to be taken up at the February/March FINRA Board meeting in Boca Raton, he slipped and used the new phrase...
March 14, 2019
Does FINRA Have Jurisdiction Over Me?
From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross Does FINRA have jurisdiction over me? This is a question that I regularly field at the outset of regulatory engagements. My answer differs depending on a number of factors, including the nature of a person’s role and duties at a firm, his...
February 12, 2019
Alan Wolper Interviewed by PLANADVISER on FINRA 2019 Priorities List
Ulmer Partner Alan M. Wolper was recently interviewed by PLANADVISER in an article entitled, “B/D Attorney: Don’t Be Distracted by FINRA Examination Priorities Letter.” Wolper provided his insights into the recently published FINRA 2019 priorities list, which he thinks is interesting, but ultimately not all that informative when it comes...
February 08, 2019
Ulmer Attorneys Selected to 2019 Illinois Super Lawyers List
Ulmer & Berne LLP is pleased to announce that five attorneys from its Chicago office have been selected to the 2019 list of Illinois Super Lawyers. The list features the top attorneys in the state, chosen for their demonstrated excellence in the practice of law. Of those named from Ulmer,...
January 24, 2019
FINRA’s 2019 Examination Priorities Letter: Beware, More Of The Same Is Coming
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper In what has become an annual, but hardly exciting – I mean, it’s not like anxiously awaiting the day that pitchers and catchers report to Spring Training – tradition, with the turning of the calendar to the new year, FINRA has...
January 28, 2019
FINRA’s 529 Share Class Self-Disclosure Initiative: If It’s Good Enough For The SEC, It Must Be Good Enough For FINRA
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper About a year ago, the SEC offered investment advisors the unique opportunity to report themselves to the SEC if they sold mutual funds to their clients that offered a lower priced share class than the class actually selected by the advisor,...
January 30, 2019
Yes, You Can Form A Broker-Dealer Without Running Afoul Of FINRA’s Outside Business Activities Rule
From Ulmer’s Broker-Dealer Law Corner Blog By Michael A. Gross It is not a wise career move for a registered rep to leave his broker-dealer – thereby abandoning his customers, and affording competitors the opportunity to make his customers their own – and then to begin the long, expensive, and uncertain process...
January 21, 2019
The Disturbingly Cozy Relationship Between FINRA and PIABA
From Ulmer’s Broker-Dealer Law Corner Blog By Alan M. Wolper What exists at the point where PIABA’s transparent self-interest in getting paid and FINRA’s historical lack of transparency about who is actually driving its agenda regarding arbitrations? This: a late December decision by FINRA to propose a rule that prohibits non-lawyers from...
January 09, 2019
Ulmer Elects Four Attorneys to Firm Partnership
Ulmer & Berne LLP is pleased to announce the election of four partners to the firm, effective January 1, 2019. This class of new partners includes accomplished attorneys from three of Ulmer’s offices who have diverse experience spanning multiple legal disciplines. “Through their hard work, determination, and dedication to providing...
January 02, 2019
- 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.