Susan Gault-Brown

Chair, Fintech, Co-Chair, Derivatives & Commodities

sgault-brown@stradley.com

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Overview

Susan I. Gault-Brown is the chair of the firm’s fintech practice group, co-chair of the derivatives and commodities practice group, and an active member of the investment management group. For over 20 years, Susan has been a trusted adviser to clients, including registered funds, private funds, investment advisers, broker-dealers, funding portals, commodity trading advisors, commodity pool operators and other regulated financial participants, as well as entities exempt from regulation. She routinely counsels clients on SEC and CFTC compliance issues concerning derivatives and securities. She has significant experience with emerging financial services products that are web and app-based, including crowdfunding platforms, investment platforms, cryptocurrencies, digital assets, blockchain and distributed ledger technology (DLT) and robo-advisers. 

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Representative Matters

Fintech Matters*

  • advising Arca in registering with the SEC the Arca U.S. Treasury Fund, the first registered investment company to issue tokenized interests
  • advising participant in Facebook’s Libra/Diem stablecoin project regarding securities, commodities, derivatives, money services business, money transmitter and virtual currency issues
  • counseling Atomyze, Symbridge and Global Palladium Fund on securities, commodities, and derivatives issues in connection with the development of issuance and trading platforms for metal-backed tokens
  • providing securities structuring advice in connection with the development of metaverse platforms sponsored by Wilde and Sportsyard, respectively
  • assisting Wefunder in registering as a funding portal, structuring its platform, which facilitates Regulation Crowdfunding, Regulation A+ and Regulation D offerings, integrating the use of SPVs into Regulation Crowdfunding raises and developing a custodial “street name” solution for unregistered securities
  • providing securities, commodities, and derivatives advice to numerous participants in the digital assets space, including registered fund advisers, private fund advisers, SMA advisers, DeFi platforms and DAOs

CFTC Matters*

  • counseling numerous asset management companies on the implementation of requirements under Title VII of the Dodd Frank Act, particularly as applied to CPOs and CTAs
  • advising State Street Global Advisors in registering as a CTA with the CFTC/NFA and establishing a comprehensive CTA compliance program
  • obtaining CFTC no-action letters on behalf of two large asset management companies that provide relief from CTA registration and certain CPO regulatory requirements, respectively

SEC Matters*

  • numerous asset management companies (including various types of robo-advisers) on Investment Advisers Act structuring, registration, compliance and documentation
  • obtaining a Regulation M exemptive order from the SEC permitting Nasdaq Private Markets to operate an auction market pursuant to which investors can buy and sell shares of certain registered closed-end funds that invest in private equity and venture capital investments
  • obtaining SEC no-action letters on behalf of Royalty Pharma and Hannon Armstrong that permit each to hold instruments and receivables related to drug licensing agreements and renewable energy agreements, respectively, without becoming subject to investment company registration
  • obtaining an exemptive order from the SEC permitting Dolby to invest in a range of cash management instruments without registering as an investment company

*Includes certain representations prior to joining Stradley Ronon.


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Credentials

Bar Admissions
  • District of Columbia
  • New York
Education
  • J.D., cum laude, University of Pennsylvania
  • M.A., Washington University in St. Louis
  • B.A., magna cum laude, Duke University
Memberships

  • Task Force on Blockchains, Cryptocurrencies and Investment Management, American Bar Association Subcommittee on Investment Companies and Investment Advisers 

Speaking Engagements

  • Panelist, “Considering Crypto: Tales from the Trenches,” Investment Company Institute’s Investment Management Conference
  • Panelist, “The Future of Fintech: Trends to Watch in Financial Services,” ISITC Annual Securities Operations Summit
  • Moderator, "Trading Track: Digital Assets," Investment Adviser Association Compliance Conference
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Recognitions

  • Chambers USA: America's Leading Lawyers for Business, listed for fintech
  • The Legal 500 U.S., recommended for fintech and derivatives
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