What legal services do RIAs need?

Registered Investment Advisors (RIAs) need legal counsel across multiple areas: initial entity formation and SEC or state registration (including Form ADV preparation); development of written compliance policies and procedures; ongoing compliance reviews and risk management; defense in SEC or state regulatory investigations and enforcement actions; representation in customer disputes before FINRA, AAA, or in court; employment contract review and dispute resolution; and guidance on firm transitions, acquisitions, and succession planning. Bakhtiari & Harrison provides all of these services to RIAs nationwide.

What happens when an RIA faces an SEC regulatory investigation?

When an RIA receives a formal or informal inquiry from the SEC or state securities regulators, it is critical to retain experienced securities counsel immediately. The investigation may involve document requests, requests for testimony, or examination of compliance practices. Responses to regulators must be carefully managed to avoid inadvertently expanding the scope of the investigation or creating additional liability. Bakhtiari & Harrison represents RIAs and their associated persons in regulatory investigations, Wells Notices, and enforcement proceedings.

RIA & Investment Advisor Representation — Bakhtiari & Harrison

Q: What is the difference between an RIA and a broker-dealer?

A Registered Investment Advisor (RIA) is a firm or individual registered with the SEC or state securities regulators that provides investment advice for compensation and owes a fiduciary duty to clients — meaning they must always act in the client's best interest. A broker-dealer is a firm registered with FINRA that buys and sells securities on behalf of clients or its own account and is subject to a suitability standard rather than a full fiduciary duty. Some firms operate as both broker-dealers and RIAs. RIAs are regulated primarily by the SEC or state securities regulators, while broker-dealers are regulated primarily by FINRA.

Written and reviewed by

David Harrison, Partner — Bakhtiari & Harrison

Admitted: CA | NY · Super Lawyers 2015–2026 · Former NYC Assistant District Attorney · Former Morgan Stanley In-House Counsel · Series 7 Licensed · Last reviewed: April 2026

Bakhtiari & Harrison represents registered investment advisers (RIAs), advisory firms, and their associated persons in regulatory defense, customer disputes, industry disputes, disciplinary proceedings, and employment matters nationwide. David Harrison is a former Morgan Stanley Dean Witter in-house counsel who began his career as a Series 7-licensed registered representative at Shearson Lehman Brothers, and has been a Super Lawyer in securities law every year from 2015 to 2026. Partner Ryan Bakhtiari served as Chairman of the FINRA National Arbitration and Mediation Committee from 2013 to 2017. Financial professional cases are handled on a flat fee or hourly basis. Initial consultations are free.

Legal representation for registered investment advisers

Registered investment advisers operate under a regulatory framework that is distinct from the broker-dealer world — governed primarily by the Investment Advisers Act of 1940, SEC rules, and state investment adviser statutes rather than FINRA rules. This regulatory distinction means that RIAs and their associated persons face legal challenges that require counsel with genuine expertise in adviser regulation, not just general securities law.

Bakhtiari & Harrison represents RIAs at all stages of their regulatory and legal exposure — from initial formation and registration through compliance counseling, regulatory examinations, customer disputes, industry disputes, disciplinary proceedings, and employment matters. David Harrison’s background as Morgan Stanley in-house counsel gives the firm direct institutional knowledge of how major financial institutions and their legal departments approach RIA-related disputes.

Practice areas for RIAs and investment advisers

SEC and state regulatory defense

RIAs registered with the SEC are subject to examination by the SEC’s Office of Compliance Inspections and Examinations (OCIE). State-registered advisers are subject to examination by state securities regulators. When an examination reveals potential violations — or when a formal investigation is opened — Bakhtiari & Harrison provides regulatory defense at every stage: responding to examination findings, negotiating with regulatory staff, and defending in formal enforcement proceedings before the SEC or state securities commissions.

Customer disputes

Investors who have suffered losses in accounts managed by an RIA may pursue claims in FINRA arbitration (if the RIA is also a registered representative), AAA arbitration, or court, depending on the advisory agreement. Bakhtiari & Harrison represents RIAs in these customer dispute proceedings — defending against allegations of breach of fiduciary duty, unsuitable investment recommendations, misrepresentation, and unauthorized trading.

Industry disputes

RIAs and advisory firms frequently face disputes with broker-dealers, custodians, service providers, and other industry participants. These disputes — involving custody arrangements, platform fees, data disputes, and contract terms — are handled through FINRA arbitration, AAA arbitration, or court litigation depending on the governing agreement. Bakhtiari & Harrison represents RIAs in these proceedings alongside its investor representation practice — giving the firm familiarity with disputes from both sides. For more on the firm’s investor-side practice involving RIA misconduct, see the Advisor Misconduct page.

Disciplinary actions and enforcement

When FINRA, the SEC, or a state regulator initiates formal disciplinary proceedings against an RIA or its associated persons, the stakes are significant — potential outcomes include fines, suspension, revocation of registration, and bars from the industry. Bakhtiari & Harrison defends RIAs and their associated persons in disciplinary proceedings, drawing on Ryan Bakhtiari’s direct experience with FINRA’s disciplinary and regulatory processes from his service as FINRA NAMC Chairman.

Employment and compensation matters

RIA employees and associated persons face the same employment disputes as broker-dealer registered representatives — wrongful termination, withheld compensation, non-compete enforcement, and transition disputes. Bakhtiari & Harrison handles these matters for RIA professionals as part of its financial professional employment practice. Visit the Employment Disputes and Compensation Disputes pages for detail.

The fiduciary standard — RIA obligations and liability

RIAs owe their clients a fiduciary duty — the highest standard of care in the financial services industry. This duty requires advisers to act in the best interests of their clients at all times, to disclose all material conflicts of interest, and to provide investment advice that is suitable for the specific client’s financial situation, objectives, and risk tolerance. Breaches of fiduciary duty — including self-dealing, undisclosed conflicts, and failure to supervise — are the most common basis for both customer disputes and regulatory actions against RIAs.

Bakhtiari & Harrison advises RIAs on fiduciary compliance issues and defends them when fiduciary duty breaches are alleged. The firm’s experience representing both investors claiming fiduciary violations and advisers defending against such claims gives it a comprehensive perspective on how these cases are built, evaluated, and resolved.

Frequently asked questions — RIA representation

What is the difference between an RIA and a broker-dealer for legal purposes?

RIAs are regulated primarily under the Investment Advisers Act of 1940 and owe a fiduciary duty to their clients. Broker-dealers are regulated primarily under FINRA rules and the Securities Exchange Act of 1934 and are subject to a suitability standard (or Regulation Best Interest for retail customers). The legal and regulatory framework governing each is distinct — which means that legal disputes involving RIAs require counsel with specific expertise in adviser regulation. Bakhtiari & Harrison represents both RIAs and broker-dealers and understands the regulatory distinctions between them. RIA

Can an investor sue an RIA for investment losses?

Yes. Investors can pursue claims against RIAs for breach of fiduciary duty, negligence, misrepresentation, and violation of federal and state securities laws. Depending on the advisory agreement, claims may be brought in FINRA arbitration (if the RIA is also FINRA-registered), AAA arbitration, or court. Bakhtiari & Harrison evaluates investor claims against RIAs in a free initial consultation.

What should I do if my RIA receives an SEC examination deficiency letter?

An SEC examination deficiency letter identifies issues found during a routine examination and requests a response within a specified time period. The response is critical — it becomes part of the SEC’s record and can affect whether the matter escalates to a formal investigation. Bakhtiari & Harrison advises RIAs on crafting responses to examination deficiency letters that address the identified issues appropriately without creating additional exposure.

Does Bakhtiari & Harrison represent RIAs outside California?

Yes. Bakhtiari & Harrison represents RIAs and investment adviser firms nationwide. Ryan Bakhtiari is admitted in California, New York, Texas, the District of Columbia, and multiple federal courts. David Harrison is admitted in California and New York.

Contact a RIA defense attorney — free consultation

Contact Bakhtiari & Harrison for a free, confidential consultation. Our FINRA attorneys review every potential matter at no charge.

Financial professional cases are handled on a flat fee or hourly basis. Initial consultations are free.

Call: (800) 382-7969 | Contact Us