Securities and Derivatives Legal Services

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The breadth and depth of our experience and knowledge allows us to handle a variety of your legal matters and provide you with practical advice. For example: 

Stock Exchanges: We have been engaged by stock exchanges throughout the country to help sort through various regulatory and strategic issues such as market structure, internal governance, and surveillance. Most recently, we obtained SEC approval for the first new equity exchange in more than 50 years.

Commodities Exchanges: Because of the dramatic changes in derivatives clearing mandated by Dodd-Frank, clearing organizations that wish to clear swaps are required to implement new procedures to assure compliance with the new law. We have advised the largest derivatives clearing organization in the United States on compliance with these new requirements. 

Financial Regulation: Some of the most difficult questions our clients face relate to financial regulations, such as the SEC and CFTC net capital rules and customer protection rules, and how they apply to various transactions and assets. Our financial regulation work includes advising various broker-dealers on valuing asset-backed and auction rate securities. 

Restructuring: Through several decades, we have advised clients on bankruptcy claims against other broker-dealers and commodities firms. We represented some of the largest broker-dealer and commodity claimants in the Bevill, Bressler & Schulman, ESM, Orange County, and Refco bankruptcies, and have represented a number of commodities firms in the Sentinel and MF Global bankruptcy proceedings. 

New Products: We regularly advise clients on the development and implementation of new financial products and services. These new products can take the form of complex derivatives, order routing, and execution facilities, including dark books, ECNs, and cross-border transactions.

We also have been at the forefront of the development of various exchange-traded funds and similar derivatives. We were instrumental in bringing the first commodity-based exchange-traded fund, streetTRACKS Gold, to market and obtaining regulatory approval to trade single stock futures and options on this product. Additionally, Foley attorneys helped design and bring to market the CurrencyShares suite of exchange-traded funds as well as the first actively managed exchange-traded fund to trade in the United States.

We assist clients in developing risk-management programs offered to commercial clients involving the use of tailored OTC derivatives and/or exchange-traded products.

Registration and Ongoing Compliance: Our attorneys have provided comprehensive services for clients looking to register as broker-dealers and commodities firms, including filing of the registration application and related materials, providing assistance through the process of registration, and assisting with SEC, CFTC, FINRA, NFA, and/or exchange membership.

Once you have registered as broker-dealers or commodities firms, our attorneys will work with you to establish appropriate compliance policies and procedures. We assist with the preparation of compliance manuals, training materials, supervisory policies, written supervisory policies and procedures, and internal control and risk-management policies.

Additionally, we provide counseling in connection with periodic examinations by the SEC, FINRA, and state banking regulators in connection with their securities activities. Should you find yourself the subject of an SEC, CFTC, or other enforcement agency investigation, we provide counsel on the appropriate handling and response to the investigation.

Mergers, Acquisitions, and Securities Offerings: We provide counsel on the regulatory and SRO aspects of mergers, acquisitions, and public offerings of your own shares. Foley attorneys serve as regulatory counsel to some of the largest mergers and acquisition firms in the country, and have assisted them in their IPOs.

Investment Advisers and Commodity Trading Advisors: Our Securities, Commodities & Exchange Regulation attorneys counsel and guide you through the investment adviser and investment company registration process, as well as the CTA or CPO registration process, advising you on available exemptions. 

Intellectual Property: We assist you in protecting your IP rights to your proprietary trading strategies, trading systems, front-end trading interface applications, and financial instruments, and assist you in drafting, reviewing, and negotiating technology license agreements relating to your securities and derivatives business activities. 

Foreign Currency Trading: We counsel you on OTC foreign currency trading, including compliance with new requirements for retail forex trading implemented by Dodd-Frank and with compliance with FINRA and NFA rules regulating the OTC forex activities of your members, and arrangements to access various electronic markets for forex trading.