Schiff Hardin is proud to have nationally recognized expertise in securities and futures regulation.

Distinctive and Distinguished Practice

Our securities and futures regulation team is respected throughout the securities and futures industries, and represents a broad range of clients involved in the formation, distribution, trading, advising and transfer of securities and futures products and services. Our attorneys have provided counsel to many broker-dealers and futures traders and to the Chicago Board Options Exchange and Chicago Stock Exchange over the years, as well as to investment advisers, mutual fund complexes, hedge funds, private equity funds, variable insurance product developers and transfer agents.

In addition to a comprehensive understanding of the equities and debt markets, we have spent years helping industry leaders create and trade on a global basis the most widely used derivative instruments, from standardized options (we were instrumental in the birth of these instruments at the Chicago Board Options Exchange and The Options Clearing Corporation) to over-the-counter derivatives and exchange-traded futures. We counsel markets, trading firms, investment managers, mutual funds, hedge funds and their directors, and corporate issuers and their officers and directors with respect to their obligations under the complex web of laws and regulations governing use of these instruments.

We have a reputation for "outside the box" creative thinking in securities and futures regulatory matters and for bringing about desired results.

Our Team

Our attorneys have several decades of combined service at the Securities and Exchange Commission (SEC). They include a former Director and former Senior Associate Director of the Division of Market Regulation (now the Division of Trading and Markets), as well as other attorneys from that Division, a former Associate General Counsel and Regional Administrator for the Division of Enforcement, and a former Assistant Chief Litigation Counsel for the Division of Enforcement, and other attorneys from the General Counsel's Office. Our futures regulation attorneys include a former General Counsel of the Chicago Mercantile Exchange. Members of the team maintain continuing relationships with key staff of the SEC, the Commodity Futures Trading Commission (CFTC), the Board of Governors of the Federal Reserve System, the Financial Industry Regulatory Authority (FINRA), and the other self-regulatory organizations (SROs).

Practice Overview

We counsel the following entities on all aspects of their operations, including federal and state regulatory requirements and the rules of SROs.

• Major, full-service broker-dealers
• Equity and options market making units
• Retail broker-dealers
• Securities markets
• Electronic and Internet-based trading systems
• Transfer agents
• Investment advisers
• Hedge funds
• Futures firms

Among other things, we have assisted securities firms (including broker-dealers, investment companies and investment advisers), as well as several securities exchanges, in fashioning and administering their compliance programs.

We have been on the leading edge of securities regulation law as it has evolved. We continue to play a major role in the development of the options markets through our representation of the Chicago Board Options Exchange. Several years ago, we played a significant role in the legislation and rulemaking that led to the introduction of single stock futures. We also have been heavily involved in the development and administration of several National Market System Plans over the years.

In addition, our lawyers deal regularly with the SEC examination and enforcement staff in the Washington, D.C. and regional offices, as well as with examination and enforcement staff of SROs, on a wide range of matters. We have recently represented, or presently represent, entities and individuals in matters concerning:

• Broker-dealer and investment adviser registration issues
• Sales practices
• Trading issues
• Accounting issues
• Market integrity issues

We also have recently represented, or presently represent, public companies and their officers and directors in:

• Accounting investigations
• Insider trading inquiries
• Antifraud inquiries based on public filings and statements
• Accounting practices and financial statements
• Matters involving securities registration requirements

Our lawyers have hands-on experience in dealing with securities enforcement matters, both from a defense perspective and from the government point of view. We have found that the experience gained from government service and the credibility we have established in dealings with regulators are invaluable when seeking solutions to client regulatory or enforcement problems. This credibility with regulators was evidenced by the appointment over the past several years of Schiff Hardin partners as independent monitors in connection with the implementation of the settlements of three separate major SEC enforcement actions.

Securities and Futures Regulation Services

Our securities and futures regulation team provides a broad range of legal representation to clients in the securities and futures markets and related industries, including advice with respect to:

• SEC and CFTC regulatory matters
• Compliance with New York Stock Exchange, FINRA, National Futures Association, and other SRO rules, including the review and preparation of compliance manuals for clients
• Broker-dealer, alternative trading system and investment adviser registration
• National Market System plans
• Investment company compliance, governance and regulation
• Analysis of securities and commodities legislation and rulemaking
• Disclosure issues
• Derivatives and hedging activities and documentation
• Sales practice and order handling questions issues and enforcement actions
• New product development
• Net capital and margin issues
• Investment adviser compliance issues
• Development and distribution of variable insurance products
• Issues presented by online securities activities
• Issuer activities in their own securities
• Stock lending
• Foreign Corrupt Practices Act (FCPA)
• Anti-Embargo Act
• Clearing firm regulation
• Business continuity planning
• Anti-money laundering programs
• Public offerings and private placements
• Prime broker arrangements
• Outsourcing arrangements
• Mergers and acquisitions of financial service companies
• Intellectual property issues of interest to participants in the securities and futures markets, including issues with respect to rights in market data, rights of index owners and business method patents
• License agreements, software development agreements and technology transfer agreements