Proskauer's Financial Services Group represents a broad spectrum of financial institutions, including full service and boutique brokerage firms, domestic and foreign investment banks, investment advisers, investment companies, business development companies, hedge funds, private investment funds and banks. We provide counsel on securities regulatory matters, corporate and investment company governance, capital markets transactions, internal investigations, regulatory investigations, civil enforcement proceedings, criminal prosecutions, arbitrations and complex litigations. For more information about this practice area, contact:
Our industry experience is broad and deep, uniquely positioning us to provide the pragmatic advice our clients value. In addition to many years of private practice, the members of the Group, led by our partner, Kathy H. Rocklen, have served the legal and financial community as regulators, general counsels and chief compliance officers for investment banks and mutual fund complexes, and as professors of securities law.
The Group's practice is global. While many of our clients are New York-based, we represent firms throughout the United States. We also represent major foreign financial institutions headquartered in countries such as Australia, France, Japan, Mexico, the United Kingdom and Venezuela. Members of our Group have advised on transactions involving many other jurisdictions, recently including Cambodia, China, Malaysia and South Korea.
Because of our broad experience and diverse client base, we handle cutting edge regulatory challenges. However, we also provide day-to-day compliance advice to the brokerage and investment management communities on the conduct and supervision of transactions involving equity, debt and convertible securities, options, derivatives and futures, and electronic markets. We represent clients in the registration of broker-dealers and investment advisers and the formation and offering of registered investment companies, U.S. and offshore hedge funds and other pooled investment vehicles. We provide counsel to public companies and registered investment companies, and their directors, on governance and investor relations matters, emerging regulatory issues, and their ongoing compliance and disclosure responsibilities. We advise on domestic and cross-border capital markets transactions, mergers and acquisitions and investment product development. We provide defense for our clients, and their directors and officers, in DOJ prosecutions, SEC, SRO and state enforcement proceedings, SRO and AAA arbitrations, and major securities class actions and other litigations.
The Group's recent assignments have included:
- Defense of late trading and market timing class actions and regulatory investigations on behalf of several brokerage and advisory clients;
- Defense of a brokerage firm in a class action and an SEC investigation alleging improper payments for research;
- Defense of the compliance director at a major investment bank in connection with an SEC investigation into alleged front running and record keeping violations;
- Defense of a brokerage firm in connection with an analyst conflict matter;
- Defense of a bond house in connection with a $200 million stock loan fraud;
- Defense of a market manipulation case for the principals of an underwriting firm;
- Defense of a public company in an SEC investigation and DOJ inquiry into the separation of certain senior officers and the delay in filing periodic reports;
- Representation of an ECN in an action against the SEC for review of its order implementing NASDAQ’s Super Montage Facility;
- Representation of an advisory firm in the formation and offering of a closed-end investment fund;
- Counsel to a foreign investment bank raising capital in the U.S. for offshore property, structured finance and technology investment projects;
- Appointment as NYSE-mandated independent consultant for a national brokerage firm's branch office network;
- Appointment as NASD-mandated independent consultant for an equity firm in connection with a consent relating to trading ahead of research reports;
- Development of policies and procedures for domestic and foreign broker-dealers on research and controlling analyst conflicts;
- Structuring independent research provider agreements;
- Providing ongoing commodities law advice to large employer-managed ERISA plans;
- Advising public companies and investment companies on corporate governance matters;
- Formation of a broker-dealer for an international bank in response to the "push out" provisions of the Gramm-Leach-Bliley Act;
- Acquisition and merger of two broker-dealers;
- Restructuring of a foreign bank's U.S. securities, commodities, derivatives and real estate development activities;
- Independent audit of anti-money laundering procedures for an investment bank;
- Legal opinion for a hedge fund regarding buy-in procedures for OTCBB stocks;
- Advice on Advisers Act registration for an independent research provider;
- Development of written compliance policies and procedures for registered investment advisers;
- Advice on co-investment issues for a business development company; and
- Advice regarding compliance with SEC hedge fund adviser registration requirements.
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