Expert Witness & Litigation Services

We Provide Industry Expertise

B/D Solutions can help you develop effective cases for securities litigations and arbitrations. Our staff of industry and regulatory experts will assist with the review, preparation and testimony for cases related to sales practices or industry practices. Such topics include adequate supervision, unauthorized transactions, churning and suitability.
In addition, we provide industry expertise for operational issues involving Internet technology, on-line trading, securities processing, clearance, settlement, markups/markdowns and other issues affecting the back office:

• Analyze financial and transactional information
• Prepare expert testimony
• Calculate damage estimates
• Illustrate industry practices and processes

Legal Support Services

B/D Solutions assists law firms in the review, research and critique of evidence for the case preparation of litigations, arbitrations and mediations in the securities industry. We are able to evaluate the technical merits of potential cases with an expert eye toward industry standards.

The principals of B/D Solutions are practiced in building “systems of supervision” as required by FINRA Rule 3010 and specialize in dealing with geographically dispersed sales forces.

We are also experts in how firms can and do use technology in implementing surveillance and monitoring programs to ensure their compliance efforts are effective and cost-efficient.

B/D Solutions can:

• Determine adequacy of procedures and supervision efforts
• Analyze work flows for regulatory compliance and operational efficiencies
• Reconcile stock records, inventory accounts and shareholder records
• Conduct work flow analysis to determine operational problems and concerns

Mandated or Stipulated Consultancies

B/D Solutions has an experienced staff of professionals available when the regulators mandate the use of independent consultants as a remedy.

Many times, a practical solution to a regulatory problem is to offer a settlement that engages a competent consulting firm. This offers a beneficial service to Broker/Dealers aiding their compliance efforts, instead of them simply paying fines and penalties.
In such situations, we work closely with the Broker/Dealer and the regulators to ensure all areas of concern are properly addressed. Our focus is to provide realistic recommendations on how to create and implement long-term solutions, such as:

• Engineer solutions to meet FINRA, SEC and State mandates
• Advise on regulatory settlement negotiations
• Implement remedial training programs
• Liaison with state and federal regulators

Due Diligence for Mergers & Acquisitions of Broker/Dealers

The purpose of due diligence is to improve the odds that the merger or acquisition will be successful. It is best defined as a time of intensive searching for facts, thorough analysis, and constant reevaluation. A number of questions need to be asked and answered. Does the company really fit? Is it really as attractive as it appears to be? Can we manage the company successfully and achieve the benefits we identified? Will the company’s managers support our objectives?

The facts are that the majority of acquisitions and mergers do not deliver value to the buyer or seller. A study1 by Harvard’s Michael Porter concluded that 58% of acquisitions were later divested due to under-performance. Another report2 noted that 70% do not deliver anticipated value.

Our experience has confirmed that failure to conduct adequate due diligence can make a firm vulnerable to substantial losses and liability in today’s fast-changing marketplace. Due diligence can also give our clients the confidence to complete a proposed transaction with sound knowledge of the authenticity and background of their new associates.

In most instances, the due diligence process does not uncover any smoking gun regarding “deal-breaking” facts, but rather raises issues that will allow the buyer to better assess the risk-return tradeoffs of the transaction. We will tell you where a company is going – not simply where it has been!

Our Due Diligence Service includes investigating:

• Business and personal histories
• Business and personal reputation
• A record and summary of all civil and criminal litigation in pertinent geographic locations where the company or the individual has done business or lives
• Outstanding judgments and liens
• Financial and operating history
• Technology analysis (hardware and software review)
• Asset identification
• Contact with industry sources
• Contact with regulatory agencies

Footnotes
1 Porter, M E, From Competitive Advantage to Corporate Strategy, Harvard Business Review, May/June 1987, pp 43-49
2 Jackson, T, Financial Times, p 29, June 29 1998