Susan I. Gault-Brown

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

Susan serves as chair of the firm’s Investment Management Group and co-chair of the firm’s Blockchain + Smart Contracts Group.

Susan advises participants in the investment management, FinTech, and financial services industries—including investment advisers, exempt reporting advisers, registered funds, private funds, broker-dealers, funding portals, commodity trading advisors, commodity pool operators, FinTech companies, and blockchain and cryptocurrency 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.

Susan was named a notable practitioner in the Chambers FinTech 2018 guide and was a recommended lawyer for both Fintech and Derivatives and Structured Products in the Legal 500 US 2019 guide. In addition to over 15 years in private practice, Susan worked at the Securities and Exchange Commission as a senior counsel in the Division of Investment Management's Office of Chief Counsel.

Investment Management Advice

Status Determinations

Susan 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, Susan 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

Susan 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

Susan represents registered investment company advisers regarding compliance with the Investment Company Act, Investment Advisers Act, and Commodity Exchange Act, and other relevant securities laws. Susan 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, Susan 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

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 Commodity Futures Trading Commission and 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.

Fintech Advice

Securities and Derivatives Regulatory Advice

Susan 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.

Blockchain, Digital Assets, and Cryptocurrency Regulatory Advice

Susan regularly counsels clients in the blockchain, digital asset, and cryptocurrency space. 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 blockchain, digital assets, and cryptocurrencies. Clients include fund sponsors, digital asset platforms and exchanges, and companies developing blockchain-based products.

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. 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.

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