Brynn Rail
Partner
Brynn Rail is a partner in the asset management group and leads Ropes & Gray’s broker-dealer team. Ranked nationwide by Chambers Global for Broker-Dealer Compliance, Brynn focuses her practice on advising a wide range of market participants on broker-dealer matters. She represents broker-dealers on various regulatory and securities law issues, including SEC registration and FINRA membership, Exchange Act and FINRA Rule compliance, and regulatory inspections and FINRA and SEC examinations and enforcement matters. In addition, Brynn counsels clients in connection with mergers and acquisitions involving broker-dealers.
Clients have described Brynn to Chambers as “one of the best FINRA lawyers we have come across,” “a tremendous attorney who is responsive and innovative and provides her advice in a straightforward, easy-to-understand and common sense manner,” and “very effective because of her deep understanding of the law and ability to tailor it to our circumstances.” She is “always accessible,” “has a good understanding of what market practice is,” and “[is] able to provide legal advice that correlates to risk tolerance.”
Experience
- Advises broker-dealers on broad range of Exchange Act and FINRA Rule compliance matters, including, supervision, sales literature, product distribution, reporting, net capital, customer protection, and trading matters.
- Counsels clients on formation, registration, and expansion of broker-dealers.
- Advises asset management firms regarding exemptions from broker-dealer registration.
- Represents broker-dealers on SEC and FINRA examinations and enforcement matters.
- Advise clients on mergers and acquisitions involving broker-dealers and investments in broker-dealers. Representative matters include:
- LPL Financial on its joint acquisition with Macquarie of Waddell & Reed and carve-out acquisition of the wealth management business of Waddell & Reed; its acquisition of Lucia Securities, a broker-dealer and registered investment adviser with approximately $1.5 billion in AUM; its acquisition of Allen & Company, a broker-dealer and registered investment adviser with approximately $3 billion in client AUM; and its acquisition of the independent broker-dealer network of National Planning Holdings.
- iCapital Network in its acquisition of Axio Finance, a leading end-to-end service provider to the U.S. structured notes market; and its acquisition of the Artivest platform and operating business, which provides access to investments in alternatives.
- Audax on its investment in Stout, a leading global investment bank and advisory firm.
- World Insurance Associates in its acquisition of Pensionmark Financial Group, a leading retirement and financial planning investment advisor.
- Kohlberg & Co. in its acquisition of U.S. Retirement & Benefit Partners, a leading provider of employee benefits and retirement planning services, and U.S. Retirement and Benefit Partners in its acquisition of MidAmerica Administrative and Retirement Solutions.
- Eze Software, a leading global provider of investment management solutions, in its sale to SS&C Technologies.
- National Financial Partners Corp. (NFP) in the change in control of its broker-dealer in connection with a transaction involving a $750 million investment in NFP by certain private funds sponsored by HPS Investment Partners and certain other investors.
- C-III Capital Partners, a leading commercial real estate investment management company, in its acquisition of Resource America.
Publications
- Quoted, “All eyes on DOL plan to revisit fiduciary rule,” Pensions & Investments (June 28, 2021)
- Quoted, “Questions Loom Over Broker Standards Ahead Of SEC Vote,” Law360 (June 4, 2019)
- Co-author, “SEC Proposals – Form CRS Client Relationship Summary for Advisers and Broker-Dealers; Best Interest Standard of Conduct for Broker-Dealers,” Wolters Kluwer’s Securities Regulation Daily (July 12, 2018)
- Co-author, “Best Execution and Customer Order Handling,” Broker-Dealer Regulation (2d ed.), Practising Law Institute (May 2011, supp. September 2018)
- Quoted, “How Fund Managers Can Mitigate Prime Broker Risk: Legal Considerations When Negotiating Prime Brokerage Agreements (Part Three of Three),” The Hedge Fund Law Report (December 15, 2016)
- Quoted, “How Fund Managers Can Mitigate Prime Broker Risk: Structural Considerations of Multi-Prime or Split Custodian-Broker Arrangements (Part Two of Three),” The Hedge Fund Law Report (December 8, 2016)
- Quoted, “Dually Registered Advisers/Broker-Dealers Face Dual Examinations,” ACA Insights (September 12, 2016)
- Quoted, “Finra Asks 8 Questions to Assess a Firm's 'Culture',” InvestmentNews (February 18, 2016)
Presentations
- Presenter, “FINRA Hot Topics of 2019,” ACA Compliance Group (March 19, 2019)
- Presenter, “Unwinding the Fiduciary Rule: New State Enforcement Activity, Next Steps for ERISA Counsel and Advisers,” Strafford Publications Webinar (February 19, 2019)
- Panelist, “Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscription Limits and More,” Strafford Publications Webinar (March 14, 2018)
- Panelist, “Heightened SEC Scrutiny, New AML Requirements, Insider Trading Concerns, FATCA, FCPA Compliance, and More: Managing the Evolving Regulatory Paradigm and Turning Compliance into a Value Proposition,” Operations for Alternatives 2017 (February 27, 2017)
Education
- JD, University of Connecticut School of Law, 2004
- BA, Boston College, 1999
Admissions / Qualifications
Qualifications
- New York, 2005
Awards
- IFLR 1000 (2023)
- Chambers USA: America's Leading Lawyers for Business (2022)
- Legal 500 (2016)