SUSAN I. GAULT-BROWN
Susan Gault-Brown is a practice group leader of Wilson Sonsini Goodrich & Rosati's fintech regulatory practice and a member of the firm's Washington, D.C., office. She advises participants in the fintech and financial services industries—including fintech companies, cryptocurrency and blockchain products, investment advisers, exempt reporting advisers, broker-dealers, funding portals, private funds, money services businesses, money transmitters, lenders, commodity trading advisers, and commodity pool operators—on regulatory, transactional, and counseling matters involving the securities and commodities laws and the laws applicable to payments and lending. Susan also regularly provides advice with respect to exemptions, no-action letters, and other forms of regulatory relief.
Susan advises her clients in connection with the following issues, among others:
- Fintech Regulatory Advice
Susan counsels fintech clients with respect to securities, commodities, payments, and lending law. Clients include accredited investor crowdfunding platforms, retail crowdfunding platforms, peer-lending platforms, cryptocurrency and blockchain products, robo-advisers and robo-brokers, payment companies, and other innovative fintech companies. Among other things, she provides advice about structuring, documentation, and regulatory issues. Among other examples, 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 certain closed-end funds.
- Initial Coin Offerings (ICOs), Cryptocurrency, and Blockchain Regulatory Advice
Susan regularly counsels clients in the cryptocurrency and blockchain space, including with respect to initial coin offerings (ICOs), token economics and structuring, and secondary trading. She assists these clients with respect to the application of securities, commodities, money services business, money transmitter, and virtual currency laws to the evolving areas of cryptocurrency and blockchain. Clients include ICO issuers, ICO investment platforms, cryptocurrency exchanges, and companies developing blockchain-based products.
- Status Determinations
Susan represents companies, including operating companies, in determining whether they are subject to regulation as investment companies, investment advisers, broker-dealers, money services businesses, money transmitters, lenders, commodity pool operators, commodity trading advisers, 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 a 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 commodities laws to both registered and unregistered investment advisers, including robo-advisers and advisers that manage private funds and separate accounts. She has been involved in several adviser restructurings, including changes in management and adviser acquisitions.
- Private Funds
Susan counsels sponsors and advisers to private funds—including venture capital funds, private equity funds, and hedge 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, Susan provides advice with respect to "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 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.
Prior to joining the firm, Susan was a partner in the investment management practice at K&L Gates. 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, Susan 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.EDUCATION:
- J.D., University of Pennsylvania Law School, 2000
Cum Laude; Order of the Coif; Editor, University of Pennsylvania Law Review; Third-Year Visiting Student, Stanford Law School
- M.A., English Literature, Washington University, 1996
- B.A., Duke University, 1993
Magna Cum Laude, Phi Beta Kappa
- Editor and Contributor to Monthly Newsletter, WSGR Fintech Update
- "SEC Determines That Certain Virtual Tokens Are Securities," WSGR Alert, July 26, 2017
- "Regulatory Considerations for Artificial Intelligence Programs Providing Advice to Individually Managed Accounts," WSGR Alert, July 7, 2017
- "Initial Coin Offerings: An Overview of Regulatory Considerations," WSGR Alert, June 29, 2017
- "Five of the Most Critical Securities Law Questions Facing FinTech Companies," Bloomberg BNA, Securities Regulation & Law Report, March 21, 2016
- "Five New Year's Resolutions for the SEC," Law360, January 13, 2016
- "Peer-to-Peer Lending Platforms: Securities Law Considerations," Journal of Investment Compliance, Vol. 16, No. 3, 2015
- "SAFT—Journey from Security to Token," StartEngine ICO 2.0 Summit, Los Angeles, California, November 10, 2017
- "Regulation of Token Generating Event—Where to Draw the Line?" True Global Ventures' Disruption in Financial Services, San Francisco, California, September 13, 2017
- "Regulatory Issues Important to Fintech Companies and Investors in Fintech," WSGR FinTech Conference, Menlo Park, California, February 9, 2017
- "The New Administration and FinTech," DC Metro Fintech, Washington, D.C., January 11, 2017
- "Finance Disrupts: FinTech Companies Changing the Industry," 100 Women in Hedge Funds, San Francisco, California, March 18, 2015
- Bar of District of Columbia
- State Bar of New York