Susan Gault-Brown

Chair, Fintech, Co-Chair, Derivatives & Commodities



Susan 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 innovative clients seeking to create and grow businesses involving registered funds, private funds, investment advisers, broker-dealers, funding portals, commodity trading advisors, commodity pool operators and other regulated financial participants, as well as clients seeking to operate within exemptions from regulation.

A highly-regarded leader in the fintech and asset management fields, Susan has significant experience with emerging financial services products that are web- and app-based, including digital assets and blockchain, crowdfunding platforms, primary and secondary investment platforms and robo-advisers. She routinely counsels clients on SEC and CFTC compliance issues concerning securities, derivatives and commodities.

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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, derivatives, and commodities issues
  • counseling clients in connection with the development of issuance and trading platforms for metal-backed tokens
  • providing securities structuring advice for metaverse and gaming platforms
  • assisting Wefunder in registering as a funding portal, structuring its platform, which facilitates Regulation Crowdfunding, Regulation A+ and Regulation D offerings, and integrating the use of SPVs into Regulation Crowdfunding raises
  • providing securities, derivatives, and commodities advice to numerous participants in the digital assets space, including registered fund advisers, private fund advisers, SMA advisers, CeFi and DeFi investment platforms, and DAOs 

SEC Matters*

  • advising 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 an ATS to operate an auction market pursuant to which investors can buy and sell shares of registered closed-end tender offer and interval funds
  • 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 SEC exemptive order permitting Dolby Laboratories to invest in a range of cash management instruments without registering as an investment company

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 with CPO and CTA registration with the CFTC/NFA and establishing comprehensive CPO/CTA compliance programs
  • obtaining CFTC no-action letters on behalf of two large asset management companies that provided relief from CTA registration and certain CPO regulatory requirements, respectively

*Includes certain representations prior to joining Stradley Ronon.

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

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


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Speaking Engagements

  • Speaker, “SEC’s Proposed Registered Investment Advisor Custody Rule – Custodian, Digital Asset, Regulatory, Securities Lending,” ISITC Fall Forum
  • Moderator, “The Road to Digital Nirvana,” ISITC Winter Forum
  • Panelist, “Investment Fund FinTech Developments,” Practising Law Institute’s 2022 FinTech Conference
  • Panelist, “The Future of Tokenization in Asset Management,” Investment Company Institute’s Tech Summit
  • Presenter, “Crypto: New Frontiers and Unanswered Questions,” FIA Webinar
  • 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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  • Chambers USA: America's Leading Lawyers for Business, listed for fintech
  • The Legal 500 U.S., recommended for fintech and derivatives
  • The Legal 500 U.S., recommended for mutual/registered/exchange-traded funds
  • IFLR1000 United States, recognized as highly regarded in the financial services regulatory practice area
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