Congress Codifies Longstanding M&A Broker Exemption from SEC Registration

Robert Long previously served as a senior attorney at the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), and as a federal prosecutor with the U.S. Department of Justice (DOJ). Rob defends clients in government investigations and prosecutions, spearheads special investigations, and advises financial services firms and market participants on regulatory, compliance, and cryptocurrency matters.

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules. William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues. William advises firms in the FINRA new membership (NMA) and the continuing membership (CMA) processes. William assists firms to develop or amend their written supervisory procedures and compliance manuals. William routinely represents clients who are negotiating placement agent agreements, foreign finders agreements, clearing agreements, agreements with registered representatives and expense-sharing agreements. William assists broker-dealers and their associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings with the SEC, FINRA, NYSE, state and foreign regulatory authorities. He regularly prepares and defends witnesses in FINRA on-the-record interviews and SEC testimony. Enforcement matters have involved issues including market manipulation, supervision, customer defalcations, insider trading, anti-money laundering, distribution of unregistered securities, direct market access, market making, soft dollar arrangements, cross border trading, electronic intrusion and customer impersonation, sales practices, supervision, private placements, ETFs, indexes, and other securities products. William regularly addresses questions with respect to what activities require or are exempt from broker-dealer registration. William assists firms in obtaining guidance, interpretive letters, and no-action relief from FINRA and the SEC with respect to novel securities issues and the creation of new products and services. William also advises clients on cryptocurrency, tokenization, NFTs, DeFi structures, and digital asset exchanges and trading. Prior to joining the firm, William was a Principal Counsel for Enforcement at FINRA. Before FINRA, he was the Director of the Executive Secretariat in the Office of the U.S. Trade Representative. William also served as a Deputy Associate Counsel at the White House, advising primarily on appointments and investigations. Before the White House, he practiced at large firms in New York. William clerked for Judge Robert L. Carter in the Southern District of New York.

Mark Shaffer advises U.S. and foreign financial institutions, broker-dealers, cryptocurrency businesses, fintech companies, and digital payment companies on a broad range of regulatory and compliance matters relating to SEC regulations, FRB and other banking regulations, FINRA rules, and Bank Secrecy Act (BSA)/anti-money laundering (AML) laws and regulations. He frequently helps clients understand how such laws and regulations map onto new technologies and innovative products. Mark assists financial institutions, their employees, and associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings. Mark has handled enforcement matters involving issues relating to currency and equities market manipulation, collusion, insider trading, money laundering, OFAC sanctions, false statements, and accounting fraud. Throughout his career, Mark has represented clients before the U.S. Department of Justice and regulators such as the SEC, CFTC, Federal Reserve, FinCEN, OFAC, and the New York State Department of Financial Services. Mark has assisted multiple banking entities in resolving MRAs and MRIAs, and in developing and implementing compliance programs and regulatory remediation plans. Mark also assists companies in staying current on material changes to applicable laws, rules and regulations, and helps to develop or amend their policies, procedures, controls, compliance manuals and related training. Prior to joining the firm, Mark practiced at two large law firms in Washington, D.C. and served as an in-house counsel and compliance officer at a variety of global financial institutions. Mark clerked for Judge Richard L. Nygaard of the United States Court of Appeals for the Third Circuit. Concentrations Digital assets Corporate governance Compliance monitoring S. broker dealer and banking regulations Dodd Frank Title VII Volcker regulations

Daniel Wadley is an experienced trial attorney with over 20 years of litigation experience, including an 11-year tenure at the SEC. His practice focuses on complex commercial litigation; securities litigation; SEC regulatory compliance, investigations, and enforcement actions; auditor liability; financial services regulation and compliance; white collar defense; and corporate internal investigations. Daniel possesses deep institutional knowledge of SEC policies, practices and procedures. Prior to joining GT, Daniel served as the Director of the SEC’s Salt Lake Regional Office where he oversaw and managed all of the office’s investigations, its federal court litigation, and its administrative proceedings. He was a member of the SEC’s FCPA unit and oversaw multiple investigations into FCPA violations. Before taking on the role of Regional Director, Daniel was trial counsel in the Division of Enforcement and also senior counsel to the Directors of Enforcement in Washington, D.C. In his trial counsel role, Daniel represented the SEC in securities enforcement matters filed throughout the United States in both federal district courts and in SEC administrative actions. As senior counsel to the Directors of Enforcement, Daniel helped shape and oversee Agency enforcement priorities and policy, reviewing all recommended actions and settlements pending before the Commission. Daniel has led litigation teams in federal and state court actions throughout the country. His experience ranges from complex commercial litigation disputes to highly technical SEC regulatory compliance. He has represented the largest accounting firms in the world, as well as individuals, banks and financial institutions, insurance companies, real estate developers, and public and private companies both large and small. He has unique experience in matters involving regulatory filings; digital currencies; financial statement and accounting fraud; corporate mismanagement and internal controls violations; internal investigations; Foreign Corrupt Practice Act violations; insider trading; Ponzi scheme and offering frauds; and broker-dealer and Investment Adviser fraud.