Susan I. Gault-Brown

Partner | Washington, D.C. | (202) 887-1597
(202) 887-1597

Susan is a recognized securities and derivatives regulatory professional working primarily with clients in the FinTech and investment management industries. She co-chairs the firm’s Blockchain + Smart Contracts Group and chairs the firm’s Investment Management Group. 

Susan provides clients with practical and innovative regulatory advice on a broad range of securities and derivatives issues and often interacts with the SEC, CFTC, and other regulators on clients’ behalf. Susan has years of experience with emerging web-based and app-based financial products, including investment platforms, crowdfunding platforms, roboadvisers, robobrokers, blockchain/DLT, digital assets, and cryptocurrencies.

Susan’s clients include investment advisers, registered funds, private funds, broker-dealers, funding portals, commodity trading advisors, commodity pool operators, and other regulated financial industry participants, as well as entities exempt from regulation.

Susan was recognized for both FinTech and Derivatives in the Legal 500 US 2019 guide and was named a notable practitioner in the Chambers FinTech 2017 guide. She serves on the Task Force on Blockchains, Cryptocurrencies, and Investment Management of the ABA Subcommittee on Investment Companies and Investment Advisers. In addition to over 15 years in private practice, Susan is an alum of the Office of Chief Counsel in the SEC’s Division of Investment Management.

Prior to joining the firm, Susan was a partner at two other major U.S. law firms. Earlier in her career, she was an associate at a leading ERISA law firm, where she focused on ERISA fiduciary duty and prohibited transaction issues. Susan began her legal career as a judicial clerk to Judge Constance Baker Motley in the U.S. District Court for the Southern District of New York.

Susan earned a J.D. cum laude from and was a member of the Order of the Coif at the University of Pennsylvania Law School, and earned a B.A. magna cum laude from and was a member of Phi Beta Kappa at Duke University.  She also has a M.A. from Washington University in St. Louis, and spent her third year in law school as a visiting student at Stanford Law School.

Representative Experience

FinTech Regulatory
  • Susan has been working with FinTech companies for over 15 years, providing, among other things, advice about structuring, documentation, and regulatory issues.
  • Her clients include accredited investor crowdfunding platforms, retail crowdfunding platforms, peer-lending platforms, blockchain/digital asset/cryptocurrency products, roboadvisers and robobrokers, offering and trading platforms, and other innovative FinTech companies.
Blockchain/Digital Assets/Cryptocurrency
  • Susan is a leader in the blockchain, digital asset, and cryptocurrency space.
  • She assists clients with respect to the application of securities, derivatives, money services businesses, money transmitters, and virtual currency laws.
  • Susan regularly interacts with regulators (including the SEC, CFTC, and state financial services regulators) on behalf of her clients.
  • Her clients include fund sponsors and advisers, digital asset platforms and exchanges, and companies developing innovative blockchain-based products.
Status Determinations
  • Susan is a leading expert in determining whether companies are subject to regulation as “investment companies” or other regulated entities (such as investment advisers, broker-dealers, commodity pool operators, and commodity trading advisors) and regularly assists these companies when they need to obtain a “40 Act opinion” or similar status opinions. 
  • She assists these companies in structuring their organizations and operations so they can permissibly avoid regulation, and in seeking no-action, exemptive, and similar relief.
  • Among other examples, Susan worked with a technology client to successfully obtain an SEC exemptive order under Section 3(b)(2) of the Investment Company Act and worked with a biopharma client and an alternative energy client to obtain two SEC staff no-action letters under Sections 3(c)(5)(A)-(B) of the Investment Company Act.
Investment Adviser Regulatory Advice
  • Susan provides advice in connection with federal and state securities and derivatives laws to both registered and unregistered investment advisers.
  • Her clients include advisers that manage registered funds, private funds, and separate accounts; both U.S. and non-U.S. advisers; and roboadvisers.
  • She has been involved in several adviser restructurings, including changes in management and adviser acquisitions.
Investment Company Regulatory Advice
  • Susan represents registered investment companies and their advisers regarding compliance with the Investment Company Act, Investment Advisers Act, and Commodity Exchange Act, and other relevant securities laws.
  • She provides advice regarding open-end funds, closed-end funds, and ETFs.
  • She also provides regulatory guidance regarding, among other things, diversification, concentration, custody, senior securities (including derivatives), and affiliated transactions.
Private Funds
  • Susan counsels sponsors and advisers to private funds—including private equity funds, hedge funds, and venture capital funds—with respect to regulatory obligations, including relevant exclusions or exemptions, under the Investment Advisers Act, Investment Company Act, Commodity Exchange Act, and other relevant securities laws.
  • In addition, she advises on matters involving covered fund determinations and structuring under the Volcker Rule.
  • Susan regularly counsels clients with respect to regulatory issues arising under the Commodity Exchange Act and the rules of the CFTC and National Futures Association (NFA), as well as under the Investment Company Act and the Investment Advisers Act.
  • She provides guidance with respect to the use of futures, options on futures, swaps, forwards, and currency derivatives by regulated and unregulated entities.
  • Susan advises broker-dealers, alternative trading systems (ATSs), and funding portals on matters involving the Securities Exchange Act of 1934 (“Exchange Act”), FINRA rules, and other securities and derivatives laws.
  • She counsels clients in connection with their SEC registration and/or FINRA membership process; development of business plans, policies, and procedures; and responses to SEC and FINRA examinations and inspections.
  • She also provides advice with respect to regulatory relief.  Among other examples, Susan worked with an ATS to successfully obtain an SEC exemptive order providing relief from Regulation M under the Exchange Act to allow a secondary trading market in shares of closed-end, tender offer funds.
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