Financial Services Transactions & Regulatory

We bring considerable financial services regulatory experience to the table. In addition to our many former prosecutors and regulatory enforcers, our attorneys have held positions as in-house counsel and compliance officers at some of the nation’s largest financial institutions. More than 30% of the firm’s attorneys represent financial institutions, and the firm actively represents 10 of the largest U.S. banks.

Our attorneys advise U.S. and multinational banks and their holding companies, trust companies, operating subsidiaries, FinTechs, and other providers of financial services in matters involving almost every major and state government agency, including but not limited to the OCC, CFPB, FDIC, FinCEN, SEC, CFTC, and FINRA. They are also highly familiar with regulations affecting financial institutions, including Dodd-Frank compliance, BSA/AML compliance, OFAC sanctions programs, and privacy and data security compliance, among others. 

We advise broker-dealers on regulatory compliance and transactional matters, including SEC, FINRA, and other SRO registration and membership issues; supervision; AML; capital requirements; customer protection; sales practices; Regulation Best Interest; research; trading and trade reporting; distribution of securities; pay-to-play restrictions; insider trading; FINRA’s corporate financing rules; and soft dollars.

Other areas of focus include the preparation, review, and updating of supervisory and compliance procedures, as well as drafting and negotiating clearing, account, prime brokerage, and other industry agreements. We prepare and file with FINRA new member applications (Form NMA) for de-novo broker-dealers and continuing membership applications (Form CMA) for FINRA member firms planning to undergo material changes in business operations. We are also experienced in the provision of due diligence and regulatory counsel in connection with acquisitions of broker-dealers and other regulated financial entities.

Our team represents banks, funds, investment advisers, broker-dealers, insurers, servicers, and credit card companies in consumer financial regulatory compliance and enforcement matters. We counsel clients on inspections, examinations, regulatory inquiries, and other proceedings commenced by virtually every major enforcement and regulatory body, including the CFPB, SEC, CFTC, FINRA, National Futures Association (NFA), OCC, and state regulatory agencies. We are well versed in handling matters involving all these agencies and are well suited to assist clients with a broad spectrum of needs, including the preparation of formal inquiry responses and coordinated defense of subsequent litigation.

We are closely engaged with the variety of rapidly evolving legal and regulatory issues confronting digital asset and Web3 businesses. We have been involved in the regulatory conversation for years, helping to advise government entities, regulators, and leading digital asset industry groups.

We liaise with U.S. and non-U.S. financial regulatory authorities in relation to the issuance of digital assets, advise on the implications of bank regulators’ guidance on crypto-asset-related activities, advise on the implications of the CFTC’s enforcement actions of digital assets, and counsel on compliance with securities laws and disclosures to investors in connection with digital asset offerings.

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We provide anti-money-laundering (AML) and countering the financing of terrorism (CFT) compliance program guidance at all stages, from the risk assessment stage to the policies and procedures stage, and through to the implementation stage. In addition to implementing and modifying AML/CFT compliance programs at large, Winston has created and evaluated subordinate or supporting AML policies and procedures related to Customer Identification Program (CIP), KYC/Customer Due Diligence (CDD), Enhanced Due Diligence (EDD), Suspicious Activity Reporting (SAR), Currency Transaction Reporting (CTR), Office of Foreign Assets Control (OFAC), and Anti-Bribery and Corruption (ABC).

Our financial crimes compliance attorneys often work closely with our attorneys in related regulatory arenas such as anti-bribery and corruption, export controls, imports/customs, antiboycott, consumer protection, and data privacy to meet our clients’ specific needs.

We support clients throughout the entire FinTech life cycle, from proof of concept through maturity, and understand the regulatory issues associated with each phase of the life cycle. We counsel financial institutions and fintechs on the development, implementation, and execution of risk management frameworks—including tailored consumer and financial crime compliance management systems (CMS)—that identify, manage, and control the risks associated with the development, offering, and delivery of cutting-edge FinTech products and services.

We understand the nuances between different types of FinTechs and, in particular, the varied regulatory requirements for payment processors. We regularly counsel payment processors on strategy and legal risk and requirements. We understand the pros and cons of bank-partnerships between FinTechs and financial institutions, the benefits and challenges of charters, and we assist with the licensing process and licensing issues for domestic payment processors, as well as international companies entering the U.S. marketplace.

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We counsel investment advisers in all stages of their business from structuring and formation of their firm through the growth of their operations organically and through acquisitions. We assist our clients with SEC and state investment adviser registration (and exemptions) and compliance with U.S. securities laws (e.g., the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934). We represent commodity pool operators and commodity trading advisors in their registration (and exemptions) and ongoing regulatory matters pursuant to the Commodity Exchange Act and the rules of the National Futures Association. We also advise our clients on the Employee Retirement Income Security Act of 1974 as it relates to investment advisers and investment funds, including the ERISA “Plan Asset Regulation,” the Qualified Professional Asset Manager requirements, and fiduciary duties under ERISA.  We regularly counsel investment managers and advisers on the rules governing the conduct of investment managers and investment funds, including the development of compliance materials, codes of ethics, written policies and procedures, supervisory procedures, and internal controls. For investment managers and advisers, we perform compliance reviews and represent advisers in connection with SEC examinations.  We provide advice to sponsors of investment funds, including hedge funds, private equity funds, real estate funds, credit and direct lending funds, fund of funds and venture capital funds. These funds may be U.S. domestic only funds, offshore “master feeder” funds or parallel funds and are often offered in a variety of jurisdictions. We also counsel clients on the establishment and acquisition of new advisory businesses (including formation and registration with appropriate regulatory authorities).

We provide ongoing regulatory advice with respect to, and innovative solutions to issues arising under, the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act, ERISA, tax, and broker-dealer/FINRA regulations, among others.