Trading and Markets

Our Approach

Davis Polk’s trading and markets practice, which is a part of the firm’s Financial Institutions Group (FIG), is one of the leading practices of this type in the country. We are well known and highly respected throughout the securities and derivatives industries and at all of the U.S. trading and market regulators. 

We represent many of the largest domestic and international investment banks in a wide variety of legal, compliance and regulatory matters. We also represent broker-dealers, derivatives dealers, futures commission merchants, commodity pool operators, clearing organizations and trading markets.

The practice focuses primarily on the regulatory needs of domestic and international financial institutions and their dealings with the SEC, FINRA and other regulators. 

Our lawyers work collaboratively with Davis Polk’s Capital Markets and Investment Management Groups and the firm’s Derivatives practice to provide financial institutions with substantial access to comprehensive legal knowledge in the area of financial product development. 

FIG’s top-tier bank regulatory practice allows us to assist clients that are part of banking organizations to navigate the complex interplay between banking and broker-dealer regulation. 

We have been an active voice in the current debate on regulatory reform of the financial markets, representing individual firms and trade organizations in commenting on, and contributing to, various legislative and rule-making proposals.


Updates and insights on financial regulation, including legislation, fintech, economic sanctions and U.S. Basel III

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  • Chambers USA:
    • Broker-Dealer: Compliance & Enforcement, Band 1, 2011-2015
    • Financial Services Regulation: Broker Dealer: Compliance & Enforcement, Band 1, 2011-2015 
    • A client comments: "They're so forward-thinking, they gather the banks together and come up with an industry consensus so that when the regulators come in to examine an institution, when they say 'I've spoken to Davis Polk,' it really helps."
    • “Davis Polk's outstanding reputation at the heart of the financial services sector continues to feed its expansive securities practice. The team has a consistency of strength across both regulatory enforcement and advisory matters and securities litigation.”
  • Risk – "Law Firm of the Year," 2013 
  • Structured Products – "Law Firm of the Year," 2013
  • IFLR Americas Awards – “Financial Regulation Team of the Year,” 2012-2014 
  • IFLR1000 – 1st Tier, Financial Services Regulatory Advice, 2013 and 2014 

Our Practice

We provide customized regulatory advice to financial institutions in five broad categories:

Financial Regulatory Advice
  • We provide comprehensive securities regulatory advice to many of the world’s leading financial institutions.
  • We regularly advise clients regarding the formation of broker-dealers, business expansion, financial and operational issues, securities trading, prime brokerage, net capital and margin questions.
Market Regulation and Market Structure
  • Davis Polk is a leader in the area of market regulation and market structure.
  • We represent exchanges, clearing houses, securities firms, hedge funds and trade associations in securities and derivatives market projects, including: advocacy before the SEC, CFTC and other regulators; strategic regulatory counseling; proposed rule changes; corporate governance for securities exchanges and other self-regulatory organizations (SROs); and market-related securities litigation.
Mergers and Acquisitions and Private Equity
  • Davis Polk is extremely active in M&A and private equity for financial institutions.
  • Lawyers in the trading and markets practice provide regulatory advice for acquisitions and divestitures, private equity and joint ventures when the acquirer, target or partner is a U.S. or international financial institution.
  • Often such transactions involve obtaining numerous approvals and regulatory relief that affect transaction execution and post-closing regulatory compliance.
  • Increasingly, intellectual property and technology issues can be key drivers in transactions involving broker-dealers, exchanges and other trading platforms. Davis Polk’s IP practice has extensive experience in supporting these types of transactions.
Compliance and Enforcement
  • We provide advice on a broad range of compliance and enforcement issues, including those associated with SRO membership matters, internal investigations, securities trading practices, insider trading, economic sanctions (OFAC) and anti-money laundering laws, including the USA PATRIOT Act.
  • We assist financial institutions in developing compliance and supervisory programs, policies and procedures. We also advise clients on the development of compliance surveillance capabilities and new trading systems and the implementation of regulatory mandates.
  • We work closely with Davis Polk’s Litigation Department defending broker-dealers and their officers and employees in SEC and SRO examinations, investigations and enforcement actions.
Capital Markets and Financial Products
  • We structure and execute capital markets transactions when the issuer is a U.S. or international financial institution. Davis Polk lawyers, particularly in FIG, are highly experienced in global debt and equity offerings and the specialized disclosure obligations and accounting rules applicable to financial institutions.
  • For example, Davis Polk recently advised E*TRADE Financial Corp. in connection with capital-raising and restructuring transactions. We also represented the Federal Reserve Bank of New York in connection with the creation of the Term Asset-Backed Securities Loan Facility.
  • We are adept at solving the many regulatory issues that arise in developing new financial instruments, including publicly traded securities and over-the-counter derivatives.

Our Clients

Our clients have included many of the world’s leading securities firms, exchanges clearing organizations and trade associations, such as:

  • BBVA
  • Banco Santander
  • Chicago Board Options Exchange   
  • Citi     
  • Citadel
  • Credit Suisse
  • DBS Vickers
  • DTCC
  • Euroclear
  • ICICI Bank
  • Intesa Sanpaolo
  • JPMorgan Chase
  • Morgan Stanley
  • NYSE Euronext
  • Rabobank
  • RBS

Our Lawyers

The senior lawyers in the trading and markets practice bring a broad perspective and practical approach to advising clients, having spent many years as regulators in private practice and in senior in-house legal and compliance positions. The core senior lawyers in this practice are:

  • Annette L. Nazareth is a member of Davis Polk’s Financial Institutions Group, practicing in our Washington DC office. She advises clients across a broad range of complex regulatory matters and transactions. She also works closely with Davis Polk’s SEC enforcement practice, counseling non-financial sector corporations that are subject to government regulatory and enforcement actions. View full-length biography
  • Gabriel D. Rosenberg is a member of Davis Polk’s Financial Institutions Group, practicing in our New York office. He advises financial institutions, corporations and industry groups on financial regulatory issues, including the requirements, impact and implementation of the Dodd-Frank Act. He is a core member of Davis Polk’s team advising several groups of U.S. and foreign banks on a variety of regulatory matters, including groups developing solutions for complex cross-border regulatory regimes and drafting compliance policies and procedures for the Volcker Rule and swap margin requirements. View full-length biography.