Broker-Dealer
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Practical Guidance for Innovative Broker-Dealers
As a leading law firm for technology companies, Wilson Sonsini provides comprehensive regulatory expertise designed to suit the particular needs of broker-dealers that are using innovative and disruptive technologies in their investment or trading services.
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Tailored Services for a Broad Range of Clients
Wilson Sonsini provides strategic guidance on navigating broker-dealer registration, advising on activities that trigger broker-dealer registration requirements, how to lawfully avoid registration, how to properly complete registration when required, and related legal considerations. We specialize in providing these services to broker-dealers using innovative, technology-based business models. Current clients include CrowdStreet, Prometheum, Crypto.Com, Public, RobinHood, and Rally Rd.
Our attorneys have extensive experience advising companies on broker-dealer compliance strategies, including counseling clients on activities that require broker-dealer registration, how to adapt those activities to lawfully avoid registration, and when registration may be the optimal strategy. We specialize in helping cutting-edge clients that are leveraging innovative technologies, such as blockchain, social media, machine learning, and artificial intelligence, to comply with existing law.
Our attorneys also have significant experience counseling clients through the broker-dealer registration processes and working with the requirements of the Securities Exchange Act of 1934, similar state laws, securities exchange rules, and the rules of the Financial Industry Regulatory Authority (FINRA). Our partners have previously worked at the Securities and Exchange Commission, including the Division of Trading and Markets.
Select Areas of Expertise:
- Brokers involved in crowdfunding, peer lending, and similar platforms: Our attorneys have deep expertise in structuring investment platforms to ensure compliance based on Regulation Crowdfunding or traditional broker regulations.
- Alternative trading systems: Our team helps clients structure, implement, and operate a variety of innovative ATS platforms, including blockchain-based secondary trading platforms and marketplaces for privately offered securities.
- Traditional brokers involved in structuring new products and distribution methods: We assist traditional brokers in crafting new and innovative investment programs.
- Entities concerned about their registration status: Our team has significant expertise providing clear analysis and strategic advice in analyzing whether federal or state broker registration obligations apply to particular types of activities or business structures.
- Brokers that raise money for early-stage companies or otherwise act as "finders":We assess potential registration requirements and provide strategies for compliance with applicable substantive regulations under the Exchange Act and FINRA rules, and/or alternative options for compliance without broker-dealer registration.
- Capital markets transactions: We advise companies acquiring registered broker-dealers, broker-dealers anticipating being purchased, and broker-dealers engaging in initial public offerings or other capital markets transactions.
Overview
Our attorneys have extensive experience advising companies on broker-dealer compliance strategies, including counseling clients on activities that require broker-dealer registration, how to adapt those activities to lawfully avoid registration, and when registration may be the optimal strategy. We specialize in helping cutting-edge clients that are leveraging innovative technologies, such as blockchain, social media, machine learning, and artificial intelligence, to comply with existing law.
Our attorneys also have significant experience counseling clients through the broker-dealer registration processes and working with the requirements of the Securities Exchange Act of 1934, similar state laws, securities exchange rules, and the rules of the Financial Industry Regulatory Authority (FINRA). Our partners have previously worked at the Securities and Exchange Commission, including the Division of Trading and Markets.
Select Areas of Expertise:
- Brokers involved in crowdfunding, peer lending, and similar platforms: Our attorneys have deep expertise in structuring investment platforms to ensure compliance based on Regulation Crowdfunding or traditional broker regulations.
- Alternative trading systems: Our team helps clients structure, implement, and operate a variety of innovative ATS platforms, including blockchain-based secondary trading platforms and marketplaces for privately offered securities.
- Traditional brokers involved in structuring new products and distribution methods: We assist traditional brokers in crafting new and innovative investment programs.
- Entities concerned about their registration status: Our team has significant expertise providing clear analysis and strategic advice in analyzing whether federal or state broker registration obligations apply to particular types of activities or business structures.
- Brokers that raise money for early-stage companies or otherwise act as "finders":We assess potential registration requirements and provide strategies for compliance with applicable substantive regulations under the Exchange Act and FINRA rules, and/or alternative options for compliance without broker-dealer registration.
- Capital markets transactions: We advise companies acquiring registered broker-dealers, broker-dealers anticipating being purchased, and broker-dealers engaging in initial public offerings or other capital markets transactions.
Newsletters
Focus on Fintech – Q1 2024
In this latest edition, our attorneys discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, cryptocurrency and virtual currency updates, and consumer protection. They also discuss rule updates from the SEC and FinCEN, and examine the continued scrutiny by the FDIC, the FTC, and FINRA on fintech marketing. Finally, this issue concludes with a state law round-up, which discusses Kansas’ and Wisconsin’s adoption of a licensing framework for earned wage access providers and New York’s new surcharge law.
Newsletters
Focus on Fintech – Q4 2023
In this issue, we discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, crypto-asset and central bank digital currencies, and consumer protection. We also discuss rule updates from the CFPB, FinCEN, and the FTC, and we look at enforcement actions and consent orders from several regulatory bodies, as well as the SEC’s 2024 examination priorities. Finally, we conclude this edition with our state law round-up, which discusses the New York Department of Financial Services' amendments to its cybersecurity regulations and Florida's recent declaratory statement on money transmitters.
Alerts
Fintech Marketing: Navigating the Complex Waters of Federal Regulation
Creative, attention-grabbing marketing is an art mastered by many fintech companies. However, federal financial and consumer protection regulators are ramping up scrutiny of marketing materials related to financial services, such as banking products, brokerage, or investment advice. Different regulatory frameworks may apply to different services, and fintech companies looking to expand across various types of services should proceed with caution in their advertisements and public-facing materials.
Alerts
SEC Approves Exchange Proposals to List and Trade Spot Bitcoin Products. Are Ether Products Next?
The U.S. Securities and Exchange Commission (SEC) has approved proposals from three stock exchanges to list and trade shares of 11 spot bitcoin-based products (the “Spot BTC Approval”). Following the Spot BTC Approval, the SEC’s Division of Corporation Finance declared the registration statements for a number of these products to be effective, allowing the products to begin trading. Wilson Sonsini was part of the legal team for one of the spot bitcoin products approved.
Newsletters
Focus on Fintech – Q3 2023
In this most recent issue, we discuss a number of updates and developments from federal regulators, including those related to novel banking arrangements, misrepresentations in advertisements and marketing, the intersection of fintech and AI, and other areas of increased scrutiny. We also discuss rule updates from the SEC, including the SEC’s Cybersecurity Rule and its proposed reforms to the Internet Adviser Exemption. Finally, we wrap up this edition with key litigation updates and our state law round-up, which discusses state commercial financing laws, California’s Digital Financial Assets law, and New York’s “tightening of the belt” on crypto asset companies.
Insights
Newsletters
Focus on Fintech – Q1 2024
In this latest edition, our attorneys discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, cryptocurrency and virtual currency updates, and consumer protection. They also discuss rule updates from the SEC and FinCEN, and examine the continued scrutiny by the FDIC, the FTC, and FINRA on fintech marketing. Finally, this issue concludes with a state law round-up, which discusses Kansas’ and Wisconsin’s adoption of a licensing framework for earned wage access providers and New York’s new surcharge law.
Newsletters
Focus on Fintech – Q4 2023
In this issue, we discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, crypto-asset and central bank digital currencies, and consumer protection. We also discuss rule updates from the CFPB, FinCEN, and the FTC, and we look at enforcement actions and consent orders from several regulatory bodies, as well as the SEC’s 2024 examination priorities. Finally, we conclude this edition with our state law round-up, which discusses the New York Department of Financial Services' amendments to its cybersecurity regulations and Florida's recent declaratory statement on money transmitters.
Alerts
Fintech Marketing: Navigating the Complex Waters of Federal Regulation
Creative, attention-grabbing marketing is an art mastered by many fintech companies. However, federal financial and consumer protection regulators are ramping up scrutiny of marketing materials related to financial services, such as banking products, brokerage, or investment advice. Different regulatory frameworks may apply to different services, and fintech companies looking to expand across various types of services should proceed with caution in their advertisements and public-facing materials.
Alerts
SEC Approves Exchange Proposals to List and Trade Spot Bitcoin Products. Are Ether Products Next?
The U.S. Securities and Exchange Commission (SEC) has approved proposals from three stock exchanges to list and trade shares of 11 spot bitcoin-based products (the “Spot BTC Approval”). Following the Spot BTC Approval, the SEC’s Division of Corporation Finance declared the registration statements for a number of these products to be effective, allowing the products to begin trading. Wilson Sonsini was part of the legal team for one of the spot bitcoin products approved.
Newsletters
Focus on Fintech – Q3 2023
In this most recent issue, we discuss a number of updates and developments from federal regulators, including those related to novel banking arrangements, misrepresentations in advertisements and marketing, the intersection of fintech and AI, and other areas of increased scrutiny. We also discuss rule updates from the SEC, including the SEC’s Cybersecurity Rule and its proposed reforms to the Internet Adviser Exemption. Finally, we wrap up this edition with key litigation updates and our state law round-up, which discusses state commercial financing laws, California’s Digital Financial Assets law, and New York’s “tightening of the belt” on crypto asset companies.
Amy B. Caiazza
Partner
Amy is a securities, fintech, and blockchain partner who advises clients on regulatory and transactional matters involving the securities and commodities laws.
Alice Cao
Associate
Alice Cao is an associate in the Washington, D.C., office of Wilson Sonsini Goodrich & Rosati, where she advises companies in the fintech and financial services spaces on transactional and regulatory matters involving securities and commodities laws.
People
Amy B. Caiazza
Partner
Amy is a securities, fintech, and blockchain partner who advises clients on regulatory and transactional matters involving the securities and commodities laws.
Alice Cao
Associate
Alice Cao is an associate in the Washington, D.C., office of Wilson Sonsini Goodrich & Rosati, where she advises companies in the fintech and financial services spaces on transactional and regulatory matters involving securities and commodities laws.
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Newsletters
Focus on Fintech – Q1 2024
In this latest edition, our attorneys discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, cryptocurrency and virtual currency updates, and consumer protection. They also discuss rule updates from the SEC and FinCEN, and examine the continued scrutiny by the FDIC, the FTC, and FINRA on fintech marketing. Finally, this issue concludes with a state law round-up, which discusses Kansas’ and Wisconsin’s adoption of a licensing framework for earned wage access providers and New York’s new surcharge law.
Learn More
Newsletters
Focus on Fintech – Q4 2023
In this issue, we discuss updates and developments from federal regulators, including those related to the intersection of fintech and artificial intelligence, crypto-asset and central bank digital currencies, and consumer protection. We also discuss rule updates from the CFPB, FinCEN, and the FTC, and we look at enforcement actions and consent orders from several regulatory bodies, as well as the SEC’s 2024 examination priorities. Finally, we conclude this edition with our state law round-up, which discusses the New York Department of Financial Services' amendments to its cybersecurity regulations and Florida's recent declaratory statement on money transmitters.
Learn More
Speaking Engagements
Alternative Financing Through ICOs and Crypto
Meet with fellow founders, VCs, and GCs looking for clarity on the real world of ICOs and leave with the knowledge you need to pull one off— or simply make sense of the current ICO and crypto market.
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