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    Home /  Practices /  General Practice /  Financial Services /  Broker-Dealer

    Broker-Dealer

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    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.

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    Experience

    Experience

    Recent Broker-Dealer Regulation Experience

    • a boutique broker-dealer, in a merger with another boutique broker-dealer that resulted in a change in ownership and successor filing and a significant expansion of business activities under SEC and Financial Industry Regulatory Authority (FINRA) rules.
    • a foreign bank’s affiliated U.S. broker-dealer, in expanding from a small advisory and private-placement business with about 25 registered representatives to include sales, trading and research activities and about 75 registered representatives.
    • CICC US Securities, Davy Securities, Mediobanca Securities USA National Australia Capital Markets, Prescient Markets and The Municenter, regarding SEC and FINRA registration.
    • Barclays Capital, CICC US Securities, Mitsubishi UFJ Securities (USA), Nomura Securities, RBC Capital Markets and UBS Securities, in ongoing compliance advice.

    Recent Broker-Dealer Capital Markets Experience

    • Merrill Lynch, in its $6.6 billion private placement of mandatorily convertible securities and its $6.2 billion private placement of common stock.
    • China Investment Corporation (China), in its $5.6 billion investment in Morgan Stanley through the purchase of mandatorily convertible securities.
    • Thomas Weisel Partners Group, in its $103.5 million IPO.
    • Partners Group Holdings (Switzerland), in its $424 million IPO.
    • underwriters, in the $227.7 million IPO of Options Xpress Holdings.
    • underwriters, in the $100.6 million IPO of Greenhill & Co. and its $156.4 million and $285.8 million follow-on stock offerings.
    • broker-dealers or their affiliates, in securities offerings, including SEC-registered, Rule 144A/Reg. S, Reg. D and other private offerings of debt and equity, in the United States, Europe and Asia.

    Recent Broker-Dealer M&A Experience

    • ING Groep, in the acquisition of ShareBuilder by ING DIRECT.
    • Fox-Pitt, Kelton, in its acquisition of Cochran Caronia Waller Securities.
    • Citadel Investment Group, in its acquisition of a 25 percent stake in Direct Edge Holding.
    • Archipelago Holdings, in its $10.5 billion merger with the NYSE. This merger was the largest-ever merger among securities exchanges.
    • Sumitomo Mitsui Financial Group, in its $1.6 billion acquisition of SMBC Friend Securities.
    • Piper Jaffray Companies, in the $815 million sale of its Private Client Branch Network to UBS.
    • UBS, in its $624 million acquisition of Caisse Centrale de Réescompte.
    • RBC Capital Markets, in its acquisition of the broker-dealer business and other assets of Carlin Financial Group.
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    News

    News

    • S&C Advises Piper Sandler in Acquisition of Aviditi Capital Advisors

      June 14, 2024
    • S&C Advises Robinhood in $2.275 Billion Secured Revolving Credit Facility

      April 18, 2022
    • S&C Advises BBVA in Sale of U.S. Subsidiary to PNC for $11.6 billion

      December 2, 2020
    • S&C Advises Trading Network Liquidnet on Agreed Sale to TP ICAP

      October 23, 2020
    • MUFG Union Bank Agrees to Acquire Intrepid Investment Bankers

      October 18, 2018
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • CFTC Staff Issues Advisory on Division of Enforcement Referrals

      S&C Memos |  April 19, 2025
    • CFTC Withdraws SEF Registration Guidance

      S&C Memos |  March 17, 2025
    • SEC Approves Eight Security-Based Swap Execution Facilities

      S&C Memos |  February 10, 2025
    • SEC Extends Relief for Fixed Income Securities Under Rule 15c2-11

      S&C Memos |  December 6, 2024
    • District Court Strikes Down SEC’s Dealer Rule

      S&C Memos |  November 22, 2024
    • SEC Resolution Spotlights Implications of Self-Reporting and Violations of Firm Communications Policies

      S&C Memos |  September 26, 2024
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    Practice Contacts

    Practice Contacts

    Joseph A. Hearn Headshot Photo
    Joseph A. Hearn
    New York
    +1-212-558-4000
    Email
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    Frederick Wertheim Headshot Photo
    Frederick Wertheim
    New York
    +1-212-558-4000
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    Related Practices

    Related Practices

    • Bank Regulatory
    • Corporate Governance
    • Digital Assets
    • Economic Sanctions and Financial Crime
    • Financial Services
    • Financial Services Capital Markets
    • Financial Services Investigations & Litigation
    • Financial Services Mergers & Acquisitions
    • Fintech
    • General Practice
    • Insurance
    • Investment Management
    • Payments
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