ROBERT H. ROSENBLUM
Robert Rosenblum is a corporate and securities partner in the Washington, D.C., office of Wilson Sonsini Goodrich & Rosati. Rob is the head of the firm's blockchain and cryptocurrency practice, the firm's fund formation practice, and the firm's fintech practice. Rob focuses on the representation of companies in sophisticated regulatory, transactional, and product development projects, advising them on federal securities laws and related financial services laws and regulations. He is well known nationally for helping companies structure their businesses and operations to avoid inadvertently becoming investment companies, as well as to avoid registering as investment advisers, broker-dealers, commodity trading advisers, or commodity pool operators. Rob also assists early-stage and other companies whose businesses require them to register in one or more of these capacities.
The types of companies Rob represents include the following:
- Blockchain and Cryptocurrency
Rob advises companies seeking to use blockchain and cryptocurrency technology, including in ICO, SAFT, and similar capital raising transactions, and by providing regulatory, structuring, and transactional advice on the formation and operation of token-based platforms and related token economics.
- Private Funds
Rob represents venture capital funds, hedge funds, private equity funds, cryptocurrency funds, and private real estate funds. He organizes and structures the funds, and provides ongoing advice to the funds and their managers and general partners on issues such as disclosure, SEC and CFTC reporting, adviser registration, custody, conflicts of interest, distribution arrangements, performance advertising, valuation methodologies, trading, structuring of swaps and other synthetic investments, and agreements with service providers. Rob represents funds in extraordinary transactions, including mergers, acquisitions of other private funds or portfolios, sales of the fund's investment adviser, and the imposition of gates and other limitations on fund liquidity. He also represents others in the private fund industry, such as significant private fund investors, fund administrators, and third-party websites that permit accredited investors to view private fund performance information.
- Securities and Loan Trading Platforms
Rob advises sponsors of various securities trading platforms on broker-dealer, Regulation ATS, investment adviser, public offering, general solicitation, investment company, and state law regulatory issues, among others. He has worked with platforms focusing on hedge funds, angel and venture funds, private securities, and publicly traded securities, as well as platforms focusing on consumer, commercial, real estate, and other lending.
- Angel, Venture, and Technology Companies
Rob advises early-stage and technology companies on regulatory issues such as their need to register—and their ability to structure their businesses to avoid the need to register—as investment companies, investment advisers, broker-dealers, commodity pool operators, and commodity trading advisers. He also advises these companies on federal and state securities laws issues such as general solicitations and private placements, website development, disclosure, regulatory reporting, distribution, and compensation. Further, Rob advises companies that seek to raise money on structuring and regulatory issues. Additionally, he represents entities such as private funds, business incubators, and business development companies that invest primarily in early-stage and technology companies.
- Investment Banks and Brokerage Firms
Rob represents investment banks and brokerage firms in a variety of regulatory and transactional contexts, including on issues related to, among others, proprietary trading issues, establishing and maintaining information barriers between different bank departments, prime brokerage issues, transactions with affiliated asset management firms, and issues arising under the Volcker Rule. He also represents investment banks acting as underwriters or placement agents in public and private offerings. Rob also works with innovative start-up brokerage firms, including in connection with their registration process; development of business plans, policies, and procedures; and responses to SEC and FINRA examinations and inspections. In addition, he advises those firms on regulatory issues including trading, advertising, website design and functionality, and business arrangements with related entities.
- Asset Management Firms
Rob represents a full range of asset management firms, including firms that manage accounts and funds focusing on listed and unlisted equity, debt, bank loans, private equity, real estate and real estate-related securities, futures, swaps, and other financial instruments. He advises these firms on regulatory issues, including disclosure, valuation procedures, performance advertising, custody, trade allocations (including debt-trading allocations and allocations to proprietary accounts), insider trading policies and reviews, procedures governing transactions with related parties, policies governing employees shared with foreign affiliates, and firm and employee compensation. Rob helps these firms develop various financial products and services, including specialized registered and unregistered funds, wrap fee accounts, asset-based securitization structures, and synthetic securities and asset structures. He also works with bank-affiliated asset management firms to structure real estate, private equity, and other funds and accounts in light of the requirements imposed by the Volcker Rule. In addition, Rob represents asset management firms in mergers and acquisitions involving other asset management firms, as well as sales or transfers of significant equity and debt stakes in those firms.
- Public Companies
Rob helps public and international companies avoid inadvertently becoming investment companies, investment advisers, and broker-dealers. He has assisted these companies by obtaining no-action letters and exemptive orders from the SEC; advising their boards on structuring, valuation, and other matters relevant to investment company status determinations; and drafting policies, procedures, and guidelines. Rob has provided counsel on investment company status issues, among others, to major technology corporations, international infrastructure and project development firms, publicly traded mortgage REITs and other real estate companies, financial services companies, companies with significant portfolios of patents and other intellectual property, and major law firms and other organizations that maintain investment pools for their partners, associates, and employees. Rob also advises public and private companies on securities registration and disclosure issues, SEC and stock exchange filing and reporting requirements, and selling and purchasing securities under Rule 144, Rule 144A, and Regulation S.
Before entering private practice, Rob worked at the Securities and Exchange Commission from 1986 to 1990, including in the Office of the General Counsel, in the Division of Corporate Finance, and as counsel to then-Commissioner Joseph A. Grundfest.EDUCATION:
- J.D., Georgetown University Law Center, 1986
Cum Laude; Executive Editor, The Tax Lawyer
- B.A., State University of New York at Binghamton, 1982
- Named in the 2017 edition of the Chambers Professional Advisors: FinTech guide
- Co-author with A. Caiazza, T. Kirk, J. Krosnicki, A. Friedman, and A. Husbands, "Getting to a Fully Operational Token Platform," WSGR Practitioner Insight, October 11, 2018
- Co-author with A. Caiazza and B. Dickson, "Regulation A+ Offerings for Tokens: What Is the SEC Waiting For?" Harvard Law School Forum on Corporate Governance and Financial Regulation, September 26, 2018
- "Response to Question for the Record from the Honorable Randall Hultgren, U.S. House of Representatives," Capital Markets, Securities and Investment Subcommittee of the House Committee on Financial Services, U.S. House of Representatives, September 18, 2018
- Co-author with A. Caiazza, J. Krosnicki, and A. Friedman, "The SEC Thinks Most Tokens Are Securities, For Now," Law360, August 10, 2018
- "Testimony on 'Examining the Cryptocurrencies and ICO Markets,'" Before the Subcommittee on Capital Markets, Securities, and Investment of the Committee on Financial Services, U.S. House of Representatives, March 14, 2018
- "Examining the Cryptocurrencies and ICO Markets," Hearing before the Subcommittee on Capital Markets, Securities, and Investment of the Committee on Financial Services, U.S. House of Representatives, March 14, 2018
- Co-author with T. Kirk and A. Caiazza, "ICO Issuers: Fix the Problem Before the SEC Fixes It for You," CoinDesk, March 11, 2018
- Co-author, WSGR Fintech Update, February 2018
- Co-author with S. Gault-Brown, A. Caiazza, and T. Kirk, "After the Token Sale: How to Navigate the Federal Law Issues," WSGR Practitioner Insight, December 19, 2017
- Co-author, WSGR Fintech Update, November 2017
- Co-author, WSGR Fintech Update, August 2017
- Co-author with J. Sullivan, A. Caiazza, and T. Kirk, "SEC Determines That Certain Virtual Tokens Are Securities," WSGR Alert, July 26, 2017
- Co-author with A. Caiazza, S. Gault-Brown, G. Broome, and T. Kirk, "Initial Coin Offerings: An Overview of Regulatory Considerations," WSGR Alert, June 29, 2017
- Co-author with S. Gault-Brown and A. Caiazza, "Five of the Most Critical Securities Law Questions Facing FinTech Companies," Bloomberg BNA, Securities Regulation & Law Report, March 21, 2016
- Co-author with S. Gault-Brown and A. Caiazza, "Five New Year's Resolutions for the SEC," Law360, January 13, 2016
- "The Impacts of the U.S. Investment Company Act of 1940 on Businesses of Japanese Operating Companies — in light of various capital-raising and borrowing activities in the U.S.," Jyunkan Shoji Homu, No. 2069, June 2015
- "Investment Company Determination under the 1940 Act — Exemptions and Exceptions," American Bar Association, 2003
- "The SEC's Hedge Fund Roundtable: New Scrutiny on the Industry," The Investment Lawyer, August 2003
- "Investment Company Determination Under the 1940 Act: Exemptions and Exceptions," Aspen Law & Business, 1997
- Rob is a frequent speaker on various aspects of the federal securities laws
- Bar of District of Columbia
- State Bar of New York