Susan I. Gault-Brown

Susan I. Gault-Brown


Duke University (B.A., 1993)
Washington University in St. Louis (M.A., 1996)
University of Pennsylvania (J.D., 2000)

Bar Admissions

New York
District of Columbia

Susan Gault-Brown is a partner in the Financial Services Group of Morrison & Foerster’s Washington, D.C. office. Ms. Gault-Brown advises participants in the investment management, FinTech, and financial services industries—including investment advisers, exempt reporting advisers, broker-dealers, funding portals, private funds, commodity trading advisors, commodity pool operators, FinTech companies, and cryptocurrency and blockchain companies—on regulatory, transactional, and counseling matters involving the securities and derivatives laws. She also regularly provides advice with respect to exemptions, no-action letters, and other forms of regulatory relief.

Ms. Gault-Brown advises her clients in connection with the following issues, among others:


Status Determinations

Ms. Gault-Brown represents companies, including operating companies, in determining whether they are subject to regulation as investment companies, investment advisers, broker-dealers, commodity pool operators, commodity trading advisors, or other regulated entities. She also assists these entities in structuring their organization and operations so as to permissibly avoid regulation, and in seeking no-action, exemptive, and similar relief. Among other examples, Ms. Gault-Brown worked with a technology client to successfully attain 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 attain two novel SEC staff no-action letters under Section 3(c)(5)(A)/(B) of the Investment Company Act.

Investment Adviser Regulatory Advice

Ms. Gault-Brown provides advice in connection with federal and state securities and derivatives laws to both registered and unregistered investment advisers, including advisers that manage private funds and separate accounts, as well as robo-advisers. She has been involved in several adviser restructurings, including changes in management and adviser acquisitions.

Investment Company Regulatory Advice

Ms. Gault-Brown provides advice to registered investment company advisers and boards regarding compliance with the Investment Company Act, Investment Advisers Act, and Commodity Exchange Act, and other relevant securities laws. Ms. Gault-Brown provides advice regarding open-end funds, closed-end funds, and ETFs with respect to, among other things, diversification, concentration, senior securities (including derivatives), and affiliated transactions. Recently, Ms. Gault-Brown worked with an alternative trading system to successfully obtain an SEC exemptive order providing relief from Regulation M under the Securities Exchange Act to allow a secondary trading market in shares of closed-end, tender offer funds.

Private Funds

Ms. Gault-Brown 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 provides advice with respect to “covered fund” determinations and structuring under the Volcker Rule.


Ms. Gault-Brown regularly counsels clients with respect to regulatory issues arising under the Commodity Exchange Act and the rules of the National Futures Association, as well as under the Investment Company Act and the Investment Advisers Act, with respect to the use of futures, options on futures, swaps, and currency derivatives by regulated and unregulated entities.


Securities and Derivatives Regulatory Advice

Ms. Gault-Brown counsels FinTech clients with respect to securities and derivatives laws. Her clients include accredited investor crowdfunding platforms, retail crowdfunding platforms, peer-lending platforms, cryptocurrency and blockchain products, robo-advisers and robo-brokers, and other innovative FinTech companies. Among other things, she provides advice about structuring, documentation, and regulatory issues.

Cryptocurrency and Blockchain Regulatory Advice

Ms. Gault-Brown regularly counsels clients in the cryptocurrency and blockchain space, including with respect to tokens, token economics and structuring, and secondary trading. She assists these clients with respect to the application of securities, derivatives, money services business, money transmitter, and virtual currency laws to the evolving areas of cryptocurrency and blockchain. Clients include cryptocurrency exchanges and companies developing blockchain-based products.

Prior to joining the firm, Ms. Gault-Brown was a partner at two other major U.S. law firms. Previously, she was a senior counsel in the Division of Investment Management’s Office of Chief Counsel at the Securities and Exchange Commission. 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. She 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.

Ms. Gault-Brown was named a “notable practitioner” in the inaugural Chambers FinTech 2018 guide in the area of Legal: Mainly Disruptors.

Ms. Gault-Brown received her J.D. cum laude from the University of Pennsylvania Law School, where she was elected to the Order of the Coif. She was a third-year visiting student at Stanford Law School, received her M.A. in English literature from Washington University, and received her B.A. magna cum laude from Duke University, where she was elected to Phi Beta Kappa.

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