Warshaw Burstein LLP | Financial Services
Practice Areas

Financial Services

Our financial services attorneys advise a wide variety of financial services entities, including banks, broker-dealers, investment/hedge funds, investment advisers, wealth managers and their principals, founders, managers and sponsors. We represent a broad range of clients from start-ups to large established entities and we exercise sound judgment to help them navigate the complex legal and regulatory environments in which they operate.

We use an integrated approach to problem solving. We draw on our experienced multi-disciplined team of lawyers, including practitioners in securities regulation, fund formation, structuring, banking, corporate, employment, litigation and tax to develop and implement client-specific strategies. Our lawyers assist in developing investment products and provide advice that reflects the unique business needs of each client. Our lawyers are highly attuned to the rapidly changing legal landscapes affecting financial institutions. We apply creative strategies that help our clients find ways to build and expand their businesses, while remaining compliant with applicable rules, regulations and guidelines. Our lawyers regularly advise clients on issues related to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, the rules of FINRA and state rules and regulations affecting their business interests. Several of our lawyers previously served in government and self-regulatory organizations, including, the SEC, the New York Attorney General’s Office, the Corporation Counsel of the City of New York, and as general counsel to banks.

We work with our clients to provide them with solutions that are practical, creative and responsive to their needs.

Compliance and Regulatory

Our clients include broker-dealers, hedge funds, venture capital funds, private equity funds, credit funds, investment advisers and banks that we represent on a broad range of regulatory issues. We help our clients design effective regulatory compliance and risk management programs, register appropriate entities with the SEC and CFTC, comply with ongoing regulatory and periodic filing requirements and prepare their compliance manuals, including codes of ethics, sales practices, supervisory practices, reporting, recordkeeping, trading, marketing, advertising, cybersecurity, privacy policies, anti-money laundering policies and business continuity plans. We also provide litigation support when necessary. We keep current on all aspects of litigation and enforcement priorities and industry regulations, including the rules and regulations under the Dodd-Frank Act and the JOBS Act. We represent our clients in federal and state litigations and administrative proceedings, including proceedings and investigations instituted by the SEC, CFTC, FINRA, as well as in private litigation. We help our clients prepare for and respond to compliance examinations. We assist management and chief compliance officers in conducting annual compliance and risk assessment reviews, and counsel human resource managers regarding all aspects of personnel policies and procedures. We help minimize our clients’ exposure to litigation risks by utilizing early case assessment strategy, conducting internal investigations and mock examinations and by monitoring compliance frameworks.

Broker-Dealers

We work with clients to prepare organizational/formation documents, including Form BD and register their broker-dealer entities and become members of FINRA. We advise our broker-dealer clients on all aspects of formation, operation and compliance, including registration, reporting, recordkeeping, trading, research, advertising, net capital requirements, margin, supervisory obligations and new product development. We represent our clients in regulatory enforcement proceedings and investigations and in claims by and against customers and individual brokers. We also represent our clients in effecting various transfers of their ownership interests in broker-dealers and in structuring their relationships with their related entities. We regularly draft business plans, compliance manuals, trading policies, privacy policies, cybersecurity policies, anti-money laundering policies and business continuity plans. We assist our broker-dealer clients in all aspects of their business.

Funds, Investment Advisers and Investment Management

Our private investment funds practice is a natural outgrowth of our corporate and securities practice, in which we traditionally have represented both start-ups and established entities and advise on public and private offerings.

We have extensive knowledge and experience structuring investment funds and investments advisers. We advise private funds of all types, including, hedge funds, venture capital funds, private equity funds, credit funds, real estate funds, funds-of-funds, hybrid funds and other pooled investment vehicles. We help our clients form and structure private investment funds of all kinds. We prepare fund formation and management documents, service provider agreements and other transactional documents, and we represent our clients with continuing regulatory and compliance issues that arise in connection with operating a fund.

We work with our clients to form and register investment advisers, prepare their form ADVs, compliance manuals, and ongoing regulatory and periodic filings with the SEC, We have experience with investment advisers that utilize a full spectrum of investment strategies and have established funds in a broad range of national and international jurisdictions.

We work with our clients to register as Commodity Trading Advisers and Commodity Pool Operators under the CEA and the CFTC rules and regulations. When appropriate, we help our clients obtain exemptions from registration. We coordinate with clients to make certain they satisfy regulatory requirements relating to formation, licensing, NFA membership, recordkeeping and disclosure. We have experience coordinating ongoing compliance obligations, including SEC and CFTC rules and regulations mandated by the Dodd-Frank Act.

We provide the following services to our clients:
 
  • Forming and registering investment advisers and preparing their regulatory filings
  • Structuring investment funds tailored to specific tax and business goals
  • Preparing fund documentation
  • Representing clients on mergers, acquisitions, recapitalizations and sales transactions
  • Advising clients regarding the current market and regulatory climates
  • Structuring venture capital and buy-out investments
  • Structuring and negotiating acquisitions, recapitalizations and dispositions of portfolio company assets
  • Counseling clients in approaches to marketing and advertising
  • Negotiating seed capital arrangements
  • Drafting and negotiating managed account investment agreements
  • Structuring and documenting hedge fund linked notes and hedge fund related derivatives
  • Structuring and negotiating acquisitions of fund investments, including asset-backed investments and distressed mortgage backed securities
  • Coordinating with foreign counsel and service providers
  • Preparing compliance manuals
  • Providing ongoing regulatory, tax and compliance advice

Litigation and Internal Investigations

Our financial services litigation and internal investigations group is current on the ever evolving topics of regulatory focus. We work with our clients in connection with internal investigations whether generated at the behest of management or in response to regulatory direction.

We represent a wide range of members of the financial services industry, ranging from start-up entities and individual investment professionals to large established entities.

We represent our clients in SEC, CFTC, FINRA and state investigations and enforcement actions, SRO regulatory disputes, administration proceedings and private litigation. We have conducted investigations and represented clients concerning allegations of federal and state securities laws violations, including insider trading, front running, market manipulation, inadequate investment disclosure and communication, inadequate record-keeping and disputes with investors. In that connection, we have dealt with myriad issues and situations, including:
 
  • Compliance programs, supervisory procedures and controls written compliance policies and procedures, codes of ethics and continuing education programs
  • Internal testing and evaluating the effectiveness of compliance procedures and risk management practices
  • Preparing for and undergoing regulatory examinations
  • Preparing for and responding to regulatory inquiries, document requests and “deficiency letters”
  • Cybersecurity
  • Customer disputes
  • Employment matters (including raiding cases), non-competition agreements
  • Whistleblower initiated investigations

We understand the connections between internal investigations and related civil litigation and we help clients come up with tailor-made solutions to these problems.