Brynn Rail
Partner
Brynn Rail is a partner in the asset management group. Brynn focuses her practice on advising a wide range of market participants on broker-dealer issues. She represents broker-dealers on various regulatory and securities law issues, including firm and individual registration, Exchange Act and FINRA compliance, trading, net capital, supervision and reporting, sales literature, product distribution, and regulatory inspections and examinations. She also advises clients in connection with mergers and acquisitions involving broker-dealers, including advice on regulatory issues that arise as a result of ownership of a broker-dealer and 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