Brian is a securities lawyer who provides regulatory and compliance advice to investment advisers, broker-dealers, bank fiduciaries, and municipal advisors. Brian helps clients develop practical approaches to address complex issues under the U.S. federal and state securities laws, OCC rules governing bank fiduciaries, and laws governing retirement account fiduciaries under ERISA and Section 4975 of the Internal Revenue Code of 1986. Brian also guides clients in seeking regulatory relief and navigating examination and enforcement matters involving federal and state regulators.
Brian regularly advises investment advisers on their regulatory and compliance obligations under the Investment Advisers Act of 1940, including advisers offering wrap fee and other managed account programs and advisers to private equity funds, venture capital funds, hedge funds, and real estate funds. Brian counsels investment advisers on investment adviser status issues, including exemptions for broker-dealers, private fund advisers, and family offices; fiduciary duties; conflicts of interest; disclosures; duty of care; compliance with the Marketing Rule; best execution; cross, agency cross, and principal trading issues; soft dollar arrangements; proxy voting; the use of solicitors; and custody issues.
Brian also has substantial experience advising broker-dealers on their regulatory and compliance obligations under the Securities Exchange Act of 1934 and SEC, FINRA, and MSRB rules impacting their private wealth, private client, and self-directed businesses. Brian’s expertise includes broker-dealer status issues; Regulation Best Interest; Form CRS; conflicts of interest; disclosures; advertising; the distribution of investment products and investment research; trading issues; best execution obligations; SEC, FINRA, and MSRB registration and licensing; and digital engagement practices.
Brian draws from his experience in lobbying and advocacy while working for an investment management trade association on issues under the Dodd-Frank Wall Street Reform and Consumer Protection Act and his understanding of the internal workings of the SEC, where Brian held multiple positions in the SEC’s Division of Trading and Markets. While at the SEC, Brian played an active role in SEC staff deliberations over the harmonization of broker-dealer and investment adviser regulations, which ultimately led to the adoption of Regulation Best Interest and the SEC’s interpretation of an investment adviser’s fiduciary duty, as well as issues impacting retirement accounts and the SEC’s adoption of regulations impacting municipal advisors.
Counseled over 40 broker-dealers in establishing disclosure and compliance programs in response to the SEC’s Regulation Best Interest and Form CRS.
Represented financial institutions on the regulatory aspects of acquiring broker-dealers and investment advisers.
Advised independent broker-dealer in negotiating independent contractor agreements with financial advisors.
Assisted one of the world’s premiere asset managers in launching a “robo” advisor for retirement plan participants.
Represented a dually registered broker-dealer/investment adviser in investigation related to sales practices violations involving transfer of account assets.
Advised large financial institution in offering investment management services through both its investment advisory and bank fiduciary businesses.
Assisted various sponsors of private funds in navigating investment adviser compliance obligations.
Represented a dually registered broker-dealer/investment adviser in investigation related to inactive investment advisory accounts that did not result in enforcement action.
Guided investment advisers and private fund advisers in complying with the SEC’s Marketing Rule.
Represented a dually registered broker-dealer/investment adviser in investigation related to the provision of forgivable loans to financial advisors that did not result in enforcement action.
Assisted an industry trade association in receiving SEC staff no-action relief from issues raised by the European Union’s Markets in Financial Instruments Directive II (MiFID II).
Former Editor in Chief, Vanderbilt Journal of Entertainment and Technology Law