Sullivan & Cromwell’s clients include some of the largest U.S. broker-dealers and major non-U.S. broker-dealers and their U.S. subsidiaries. The Firm also serves small and midsize firms and affiliates of insurance, commercial banking and other financial services companies.
S&C lawyers who advise on broker-dealer matters work closely with colleagues in the Firm’s other related practice groups. Together they provide broker-dealer clients with a full range of regulatory, corporate, securities, mergers and acquisitions, tax and other advice.
The Firm advises clients on the applicability of broker-dealer registration requirements, particularly regarding non-U.S. entities that wish to participate in the U.S. markets. S&C also represents unregistered affiliates of registered broker-dealers that wish to engage in securities-related activities.
In addition, the Firm advises a large number of broker-dealers that are affiliated with bank holding companies on the U.S. banking law requirements that apply to their securities activities.
Lawyers in the Broker-Dealer Group deal with all aspects of the business conducted by U.S. and non-U.S. broker-dealers.
Broker-Dealer Regulation
Sullivan & Cromwell offers advice on all regulatory, compliance and securities law matters, including:
- registration
- trading
- derivatives
- research
- margin
- net capital
- customer protection
- supervisory and reporting requirements
- clearance and settlement
- SEC regulations, and
- Financial Industry Regulatory Authority (FINRA) and other self-regulatory organization rules.
The broker-dealer regulation practice also monitors developments in regulatory and compliance matters, including SEC and FINRA rule proposals.
The Firm represents broker-dealer clients in litigation, arbitration and regulatory enforcement proceedings. The Firm also advises broker-dealer clients in connection with regulatory inquiries and internal compliance reviews.
Broker-Dealer Mergers & Acquisitions
Sullivan & Cromwell advises clients in the acquisition or sale of broker-dealers. In this context, the Firm’s work includes assisting clients with the regulatory approval process and the conduct of a regulatory “due diligence” review. S&C has also provided extensive advice to broker-dealers seeking to develop and conduct business over the Internet, with particular emphasis on e-offerings, online trading operations and electronic communications networks.
Broker-Dealer Capital Markets
Sullivan & Cromwell has advised clients on many of the highest-profile capital markets transactions within the broker-dealer industry.
In addition to advising on transaction structure and implementation, the Firm provides extensive advice on regulatory and compliance aspects, including approvals for changes in control and business activities; “due diligence” reviews of legal matters; and syndicate trading, sales and research practices.
