RumbergerKirk has extensive experience representing public and private companies, their directors and officers, and regulated entities—including broker-dealers, investment advisers, underwriters, and investment fund entities—in a wide variety of securities-related litigation, arbitrations, and administrative proceedings.
Our lawyers represent brokers (both introducing brokers and clearing brokers), dealers, registered investment advisors, underwriters of securities, and their officers, employees and registered persons in FINRA arbitration proceedings, as well as in actions in state and federal courts across the United States in a variety of matters:
- Improper, unauthorized, or unsuitable trading
- Violations of state and federal securities laws
- Breach of contract
- Breach of duty
- Failure of supervision
- Misapplication of client funds
- Failure to maintain proper books and records
- Regulatory violations
- Senior investor abuse and related complaints
- Retirement beneficiary disputes
- U4/U5 defamation
- Violations of non-compete provisions
We also work with brokerage and investment advisor clients to take steps to avoid future litigation and disputes with their customers and employees, providing advice and counseling and using our extensive litigation experience to help prevent regulatory investigations and lawsuits before they happen. That experience includes:
- Evaluating and strengthening compliance and procedures
- Drafting written supervisory procedures
- Improving customer account forms and employee agreements
- Providing advice regarding acquisitions and departures of individual or groups of registered representatives
- Providing advice regarding compliance with the Protocol for Broker Recruiting
Customer complaints and lawsuits, shareholder suits, periodic filings, audit issues, corporate governance suits, and other adverse public disclosures often spawn investigations and/or enforcement actions by regulators of broker-dealers, investment advisors, and publicly-traded companies, such as the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), and the Commodities Futures Trading Commission (CFTC). Many times, these actions and investigations proceed in parallel to shareholder suits, bankruptcies, or other related litigation. Our lawyers regularly provide counsel to clients faced with regulatory investigations and actions to assist with formulating responses and also represent firms, their employees, and others before these agencies.
We are retained by boards of directors, audit committees, litigation committees, and others to conduct internal corporate investigations in anticipation of litigation, and/or to represent the company and/or its directors and officers in a variety of corporate issues.
- Merger and acquisition litigation
- Audit-related issues
- Corporate governance matters
- Defense of directors and officers in adversary cases brought by bankruptcy trustees or creditors’ committees
Often the financial collapse of a company or project requires expertise and collaboration in the areas of securities law, bankruptcy law, regulatory and administrative law, and corporate law. Working as a team, we are able to service these collaborative needs in matters such as:
- Corporate bankruptcies and restructurings which spawn securities and derivative claims
- Bond issue defaults and workouts
- Investment fund failures
- Broker-dealer wind-downs and terminations
- Intra-corporate disputes among shareholders
- Represented broker-dealer and its representatives located in several offices in connection with claims arising from private placement of hedge fund securities.
- Represented clearing brokers in numerous cases alleging that the clearing broker aided, abetted, and enabled introducing broker’s inappropriate conduct, including “boiler room”-type high pressure sales tactics.
- Represented broker-dealer in numerous FINRA arbitrations in customer claims alleging fraud, unsuitable or unauthorized trading, failure of supervision and violations of federal and state law.
- Represented broker-dealer in court actions to compel arbitration.
- Represented broker-dealer and its incoming registered representatives against raiding claims arising from acquisition of multiple offices of another company.
- Obtained injunctive relief on behalf of regional broker dealer against an employee who violated non-compete/non-solicitation agreement and obtained a verdict for the broker-dealer in FINRA arbitration on claims brought by the former employee.
- Successfully defended wrongful termination claims and defamation claims brought by a terminated broker against his former broker-dealer.
- Represented registered persons in two arbitrations brought by former co-worker alleging violations of Protocol for Broker Recruiting, breach of contract, tortious interference with business relations, unfair competition, unjust enrichment, and defamation.
- Represented trader in regulatory investigations and enforcement brought by CFTC, the CME, and Nadex.
- Assisted broker-dealer with response to FINRA regulatory investigation of supervision of former registered representative