Susan Gault-Brown is a corporate and securities partner in the Washington, D.C., office of Wilson Sonsini Goodrich & Rosati. She advises participants in the financial services industry—including FinTech companies, investment advisers, exempt reporting advisers, broker-dealers, funding portals, private funds, commodity trading advisers, and commodity pool operators—on regulatory, transactional, and counseling matters involving the securities and commodities laws. 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
Susan counsels clients with respect to accredited investor crowdfunding platforms, retail crowdfunding platforms, peer-lending platforms, virtual currency platforms, robo-advisers, and other FinTech innovations. Among other things, she provides advice about platform structuring, documentation, and regulatory issues, including a company's status as an investment adviser, broker-dealer, or investment company.
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 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 to attain a novel SEC staff no-action letter under Section 3(c)(5)(A) of the Investment Company Act with respect to the company's royalty interests.
Investment Advisers Act 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 works with advisers, including new registrants, to develop compliance policies and procedures and disclosure documents, and also assists with the registration process. In addition, Susan has counseled clients with respect to wrap programs and other managed account programs and platforms. 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. She also advises on structuring and transactional issues, and prepares organizational and disclosure documents for private offerings of securities. In addition, Susan provides advice with respect to "covered fund" determinations and structuring under the Volcker Rule.
Derivatives
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. She regularly works with commodity trading advisors and commodity pools operators with respect to registration, disclosure, and compliance issues.

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. At the SEC, Susan focused on the regulatory treatment under the federal securities laws of registered funds and registered advisers with respect to novel issues under the Investment Company Act and Investment Advisers Act. In addition, she regularly provided formal and informal interpretive guidance concerning a variety of issues, including investment company and investment adviser status determinations.

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, and provided advice concerning federal securities laws, banking laws, and state trust and fiduciary laws. 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.