Wilson Sonsini’s Fintech and Financial Services Group includes experienced attorneys with broad experience advising companies about activities that require broker-dealer registration, how to adapt those activities to lawfully avoid registration, and when registration may be the optimal strategy. We also have deep knowledge of compliance requirements for broker-dealers, and we specialize in helping cutting-edge clients with disruptive business models comply with existing law. Our clients often work with innovative technologies such as blockchain, social media, machine learning, and artificial intelligence.

Our attorneys also have significant experience counselling 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 has helped 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: Our attorneys have structured transactions and drafted documentation for several innovative investment programs.
  • Entities concerned about their registration status: Our team has significant expertise 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 advise on 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 assist companies acquiring registered broker-dealers, broker-dealers anticipating being purchased, and broker-dealers engaging in initial public offerings or other capital markets transactions.

See Broker-Dealer Practice on