Broker/Dealer Gap Customer Arbitration Plan

Broker/Dealer Gap Customer Arbitration Plan

The Gap Customer Arbitration Plan (“GCAP”) provides legal defense for Broker/Dealers (the “Firm”) and their Registered Representatives for customer arbitrations arising out of transactions and services provided by the Firm during the coverage period. GCAP is designed to supplement the Firm’s errors and omission policy (“E&O”) and provide coverage for the deductible portion of E&O claims for a flat monthly fee, and continued representation under the E&O policy on an hourly basis once the deductible is exceeded on any individual matter.

Basic Services

  1. The review and consultation with principals of the Firm on reasonable times and frequency of any customer complaint or threatened arbitration.
  2. Provided the Firm has complied with its obligations set forth above, Becker will provide legal defense representation of Representatives on any Customer Arbitration during the Coverage Period, up to the amount of the E&O deductible determined by using the rates established in the retainer agreement.
  3. The engagement of local counsel for a Customer Arbitration when in the judgment of Becker such engagement is necessary for the proper defense of the Customer Arbitration or required by local law.

Obligations of the Client

  1. Provide notice to Becker and the E&O carrier within five business days of receipt of any customer complaint or Customer Arbitration.
  2. Maintain E&O coverage during all times this retainer is in effect and timely furnish to Becker any and all notices sent to or received from the E&O carrier.
  3. Cooperate in the defense of all Customer Arbitrations and provide timely response to all discovery, investigatory and other requests for documents and information.
  4. Payment of the monthly retainer fee on the first of every month until this retainer is terminated.
  5. Provided timely substitution of counsel upon termination of this retainer.

For more information on Becker’s GCAP Broker/Dealer services, please contact Robert Rabinowitz at .

Community Association Leadership Lobby (CALL)

We help draft legislation and work closely with legislators and members of the executive branch to improve the laws that impact community associations in Florida. CALL provides clients with opportunities to have their voices heard in the legislative process.

Corporate Transactions

Our tax group advises, structures and negotiates a wide variety of corporate transactions on behalf of our clients. These transactions include representing both public and private companies as either acquirers or targets in tax-free reorganizations and stock and asset purchases. We advise on divestitures and restructurings such as recapitalizations, liquidations and spin-offs. We also represent domestic and foreign sellers and financial and strategic purchasers in connection with the federal income tax aspects of taxable and tax-free merger, acquisition and reorganization transactions, in addition to tax planning utilizing partnerships, limited liability companies and joint ventures.

Services include:

  • Tax planning for individuals in connection with business and personal transactions;
  • Structuring partnerships, limited liability companies, joint ventures, business trusts and other domestic and international business entities;
  • Structuring domestic and cross-border mergers, acquisitions, divestitures, and restructuring transactions;
  • Advising clients regarding tax issues involved with public offerings and private placements of equity, debt and hybrid securities;
  • Advising clients concerning state and local tax issues;
  • Representing taxpayers in tax examinations, protests before the Internal Revenue Service Appeals Office and in litigation before every federal court.

Securities Arbitrations

Becker attorneys have been litigating securities arbitrations for over 25 years. We represent broker-dealers, registered representatives, investment advisors, and individual and institutional investors before FINRA. We are familiar with all aspects of the process including the business, professional and personal effect on industry professionals of the commencement of the proceeding. Resolutions of these claims can be simple or extremely complex and our experience makes us uniquely qualified to provide representation in these matters.

FINRA and SEC Proceedings, Inquiries and On the Record Interviews

We have a great depth of experience representing public and private companies, officers and directors, securities firms and their registered professionals in a wide range of proceedings including:

  • NYSE and FINRA securities arbitrations;
  • federal and state commercial litigation;
  • Nasdaq delisting proceedings;
  • securities related employment and customer disputes; and
  • SEC, NYSE and FINRA investigations and enforcement actions.

These matters range from routine investment claims to sophisticated securities fraud actions and enforcement proceedings involving:

  • 10b-5 claims;
  • officer and director liability;
  • improper disclosure;
  • market manipulation
  • trade reporting violations;
  • failure to supervise;
  • clearing and trading irregularities;
  • research conflicts of interest, and
  • sales practice rule violations.

Reverse Acquisitions

Reverse acquisitions are an alternative means for a private company to go public. In a reverse acquisition, a private company acquires a controlling interest of a public company, usually a shell company with no operations, in exchange for the private company’s business. Upon the closing, the principals of the former private company assume control and management of the combined entity, which will be a publicly traded corporation. These acquisitions require careful and thorough due diligence and proper guidance of the transition from a private company to the regulatory environment of a public company.

Becker attorneys have years of experience in these transactions and can be relied upon to counsel all aspects of the transaction. We analyze whether the transaction is appropriate for our client, assist in the negotiation of the terms and draft and review all necessary documentation.

Private Funds

Becker represents small- to mid-sized fund sponsors and investment management firms in matters ranging from formation and development to management and operation of their businesses. We assist in product design, tax planning, regulatory compliance, trading issues and all aspects of operation.

Our services include:

  • Selection of the appropriate legal structure and domicile for the fund;
  • Structuring of fund performance-based compensation arrangements;
  • Development of offering memoranda, partnership and operating agreements, subscription documents, compliance manuals, review of sales materials and negotiations with seed or other key investors;
  • Preparation and negotiation of service provider agreements, including advisory, prime brokerage, administration, custodial, and placement agent agreements;
  • Compliance with federal, state and non-U.S. laws and regulations;
  • Preparation of partnership and operating agreements;
  • Advice on registration with the state securities commissions and exemptions from registration requirements;
  • Compliance with anti-money laundering requirements;
  • Advice on trademark and other intellectual property issues

Employment Agreements & Executive Compensation

We represent executives and corporations in the negotiation, drafting and enforcement of executive employment agreements. Our clients are corporations and business executives that require employment contracts to delineate the principal terms of the employment relationship including compensation, duties and responsibilities, and severance and non-compete obligations upon termination.

Our approach to these agreements starts with developing an intimate knowledge of the client’s business and intentions and advising on the appropriate terms of the agreement and standards in their industry. We know that a precisely drafted agreement will not only promote a stronger working relationship but will also avoid needless litigation upon termination. These services include:

  • Negotiation and development of the principle employment terms
  • Drafting and negotiation of employment agreements
  • Creating employee stock option plans, phantom stock ownership plans and option agreements
  • Non-compete and confidentiality agreements
  • Severance agreements
  • Termination agreements
  • Mediation and arbitration of employment disputes

Corporate Governance

The Sarbanes-Oxley Act of 2002 imposed significant corporate governance requirements on public companies and obligates boards of director to corporate executives, and the board members themselves, are complying with these responsibilities. We have been guiding public companies in their corporate governance responsibilities for over 30 years and have worked with our clients to develop workable corporate governance principles and charters. We attend all board and committee meetings of our clients and guide them in the proper discharge of their corporate and fiduciary responsibilities.

Becker attorneys perform independent counsel investigations for a wide array of corporate issues including whistleblower complaints, employee discrimination and harassment claims and worksite disputes. We provide confidential advice to our clients and help resolve claims cost effectively.