Advice to Financial Institutions, FinTechs, and other Market Participants Involved in Merger & Acquisitions Transactions
Regulatory and transactional advice with respect to mergers and acquisitions, joint ventures, expansion of business operations of broker-dealers, including regulatory approvals, post-closing integration and corresponding compliance considerations.
- Société Générale S.A. in connection with its business combination with AllianceBernstein, including related SEC, FINRA and SRO regulatory approvals and corresponding compliance program.
- Mubadala Investment Company PJSC in its acquisition of Fortress Investment Group (Fortress) from SoftBank Group Corp., and corresponding U.S. regulatory approvals.
- Merrill Lynch in connection with its acquisition by Bank of America, originally valued at $50 billion, creating the largest U.S. bank in 2008.
- Intercontinental Exchange, Inc. in connection with its acquisition of (i) TMC Bonds LLC and (ii) Virtu BondPoint, each a U.S. registered broker-dealer that operates an ATS; and
- SS&C Technologies, Inc. in connection with the acquisition of Eze Software Group.
- Thomson Reuters in its acquisition of REDI, a cross-asset execution management system (EMS)property.
Formation and Expansion of Broker-Dealers
Formation, registration, and expansion of broker-dealers and ATSs, including entities focused on retail brokerage and private wealth, investment banking advisory, private placements and secondary placements of private securities, digital assets, research distribution, and secondary trading.
- Gemini Galactic Markets, LLC in connection with its broker-dealer registration with the SEC and membership with FINRA, authorizing the firm to operate an alternative trading system (ATS) that offers subscribers to trade in digital asset securities.
- Citi Private Advisory, LLC in connection with its dual-registration as a broker-dealer with the SEC and approval of its new membership application with FINRA.
Broker-Dealers Involved in Investigations & Enforcement and seeking Regulatory Relief
Broker-dealers involved in SEC and FINRA investigations and enforcement actions, including with respect to off channel communications, trade reporting (CAT, TRACE) trading in securities issued in accordance with Rule 144A, broker-dealer status issues, FINRA IPO allocation rules, the SEC net capital rule, and books and records retention. Representation of SIFMA in connection with FINRA Regulatory Notice 23-09, FINRA Rules Impacting Capital Formation.