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.”


  • 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:
    • TPG Inc. on broker-dealer regulatory matters in connection with its acquisition of Angelo Gordon, a $73 billion alternative investment firm focused on credit and real estate investing. 
    • 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.

Areas of Practice