Brynn Rail
Counsel
Brynn Rail is counsel in the asset management group. Brynn represents U.S. and international broker-dealers on various regulatory and securities law issues, including firm and individual registration, FINRA compliance, trading, net capital, supervision and reporting, advertising and sales literature, product distribution, and regulatory inspection and examinations. She works with clients in the mutual fund, private fund, investment banking, investment management, and real estate industries. In addition, Brynn counsels investment advisers on the structuring and distribution of their private investment products, compliance with Advisers Act requirements, and issues relating to securities ownership filings required under the Exchange Act. She also has significant experience negotiating prime brokerage and custody agreements on behalf of those investment advisers and their clients. Brynn also advises clients in connection with mergers and acquisitions involving broker-dealers and investment advisers, including conducting detailed reviews of the target’s business and operations and preparing regulatory filings made in connection with those transactions.
Experience
- Advise clients on Exchange Act and FINRA Rule compliance
- Assist asset management firms in registering as broker-dealers with the SEC, becoming members of FINRA, and developing Exchange Act and FINRA compliance programs
- Work with broker-dealers on SEC and FINRA examinations
- Advise clients in connection with SEC enforcement actions
- Represent clients in mergers and acquisitions and other investments in broker-dealers. Representative deals include:
- LPL Financial LLC, a leading retail investment advisory firm and independent broker/dealer, in its acquisition of Allen & Company.
- Eze Software, a leading global provider of investment management solutions, in its sale to SS&C Technologies.
- LPL Financial LLC, a leading retail investment advisory firm and independent broker/dealer, in its acquisition of the independent broker-dealer network of National Planning Holdings.
- 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.
- An independent investment management firm in the acquisition and subsequent commercialization of technology from a pioneer in the online automated platform for investment management.
Publications
- 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