Investment Banking and Broker Dealer

Investment Banking and Broker Dealer

The Haynes Boone Investment Banking and Broker-Dealer Practice Group combines the experience of several practice areas to provide comprehensive legal services to our broker-dealer and investment banking clients. We represent national, international and regional investment banking firms, full service broker-dealers, as well as investment advisory firms in transactional, litigation and regulatory matters. Our Investment Banking and Broker-Dealer Group utilizes a multi-disciplinary approach to address our clients’ needs. Our attorneys have experience and provide our clients with services in the following areas:

Transactional

Public Offerings
- Traditional initial public offerings
- Secondary offerings
- Shelf takedowns
Registered direct offerings
Private Capital Raising Activities
- Regulation D private offerings
- PIPEs (private placement in public equities)
Private Equity offerings
SPACs (special purpose acquisition companies) public offerings
Reverse Mergers and Alternative Public Offerings
144A offerings
Mergers and acquisition advisory roles
Sales practice and trading guidance
Restricted stock portfolio lending

Regulatory and Compliance

SEC, FINRA and SRO inquiries, audits and examinations
Development of policies and procedures
Sales, trading and market making issues including Regulation M compliance, mark-up and mark-down issues, revenue-sharing, best execution, and SEC Rule 10b-10 confirmation disclosure, customer order handling and order execution
Research services and soft dollar arrangements
Advertising and communications with the public, including website review
Anti-money laundering procedures
Employment issues, including Forms U-4 and U-5 disclosure requirements
Preparation, review and negotiation of agreements, including clearing, employment, consulting and vendor agreements
Broker-dealer formation including SRO membership application process as well as expansion of business activity
Development of new securities products and services
Obtaining interpretive letters and “no-action” relief concerning novel securities issues
Registration obligations and exemptions and exclusions from U.S. state or federal broker-dealer registration for domestic and foreign entities
Permissible activities of finders and consultants
General advice regarding Securities Act and Securities and Exchange Act and state regulatory compliance
FINRA Corporate Finance

Regulatory Investigations and Enforcement

Regulatory matters before the SEC, FINRA, SROs and state regulators
- Formal and informal investigations
- Enforcement defense in matters involving fraud and sales practice violations, anti-money laundering violations, market timing and late trading, etc.
Defense of criminal securities matters in state and federal jurisdictions
Internal investigations related to corporate governance and regulatory matters

Litigation and Arbitration

State and federal court litigation including class actions, employment related claims, raiding and recruiting cases not subject to mandatory arbitration
Customer and industry disputes, including arbitrations before NYSE, NASD, and FINRA involving claims involving conduct rule violations, unsuitability, churning, fraud, deceptive trade practices, breach of fiduciary duty, margin use and disclosure, unregistered securities, failure to supervise and negligent supervision, failure to execute, research-based claims, market manipulation, product claims, breach of contract, violations of state securities laws such as the Texas Securities Act, and violations of the federal securities laws including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
Broker-dealer employment related arbitrations and internal investigations in all aspects of employment disputes in the securities industry including matters involving recruiting, non-compete agreements, employment discrimination, sexual harassment, U-4 and U-5 disputes, compensation, commission agreements, deferred compensation plans, wrongful termination, defamation, libel, and slander