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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.
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)...

Unsolicited Contact Alone Creates Concrete Harm to Consumers

Ulmer Client Alert Topics: Consumer & Commercial Finance | Financial Services By: Jennifer Monty Rieker & Frances Floriano Goins The consumer class action landscape changed radically last May following the United States Supreme Court ruling in Spokeo v. Robins that plaintiffs must establish concrete harm and not rely solely on...

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...

DOL Seeks To Clarify Fiduciary Rule Timing With Temporary Enforcement Policy

From Ulmer’s Broker Dealer Law Corner Blog By Frances Floriano Goins and Patricia Shlonsky On Friday evening, March 10, 2017, the Department of Labor (DOL) issued a field assistance bulletin establishing a new temporary enforcement policy for the DOL Fiduciary Rule set to become effective on April 10, 2017. (See here)...

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,...

Delaware Again Tightens Standards for M&A Plaintiffs’ Suits

Ulmer Client Alert Author: Frances Floriano Goins The Delaware Supreme Court recently dealt another crushing blow to the Revlon doctrine that had governed review of mergers and sales of companies for decades, making shareholder suits to attack such transactions much more difficult to maintain. In Volcano Corp. Stockholder Litigation, the...

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...

February 2014 – 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...

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.