Jennifer's practice has a particular emphasis on broker-dealer regulation and compliance issues, trading rules, issues regarding ATSs, electronic trading, cybersecurity, sales practices, state Blue Sky Laws and anti-money laundering (AML) rules. She also advises FinTech companies and fund management clients with respect to broker-dealer regulation issues, as well as securities offerings and private placements. In addition, Jennifer regularly counsels clients on US Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) inquiries and examinations, and continuing membership applications (CMAs). She also handles aspects of regulatory examinations and authorizations administered by select non-US regulators, including the United Kingdom Financial Conduct Authority and the Securities and Futures Commission of Hong Kong.
Jennifer has more than 20 years of experience in legal and compliance roles at both global financial services firms and innovative FinTech companies as both a general counsel and a chief compliance officer. In these roles, she developed comprehensive written supervisory procedures (WSPs) and training programs for brokerage personnel, and served as a key liaison with financial industry regulators. In addition, she has drafted and negotiated vendor agreements, technology license agreements and electronic-access and trading agreements within the context of a FinTech startup.
Representative Legal Matters
Prior to joining the Firm, Jennifer handled the following matters:
Advised with respect to the spinoff and sale of various brokerage units by global financial services firms, including with respect to due diligence, regulatory approvals and supervisory issues.
Advised clients, including crowdfunding intermediaries, marketplace lending platforms, private fund managers and issuers of initial coin offerings (ICOs), on broker-dealer status issues, including with respect to arrangements with "finders," compliance with Exchange Act Rule 3a4-1 and federal and state broker-dealer and securities registration requirements.
Advised intermediaries and service providers with respect to broker-dealer, alternative trading systems (ATS) or exchange registration requirements in connection with digital asset offerings and secondary trading.
Drafted and negotiated correspondent clearing agreements, prime brokerage agreements and institutional account documentation.
Draft and negotiate vendor outsourcing agreements with respect to infrastructure, data and other services.
Drafted and negotiated software license agreements with respect to electronic trading of securities and futures products.
Advised fund managers and dealer managers with respect to fund distribution and custody arrangements.
Provided advice to domestic and foreign broker-dealers on the application of the US securities laws to cross-border business, including to outsourcing arrangements, transactions with affiliates and Exchange Act Rule 15a-6.
Provided regulatory advice on transactions (e.g., mergers and acquisitions) involving regulated entities, including with respect to Financial Industry Regulatory Authority (FINRA) continuing membership applications (CMAs), state and foreign regulatory approvals.
Provided regulatory advice to trading firms regarding compliance with self-regulatory organizations (SRO) trading-related rules, including best execution requirements, market-making, market access, short selling, trading ahead and interpositioning, trade reporting, books and records, account opening and order audit trail system (OATS) and consolidated audit trail (CAT) reporting.
- Ranked, Financial Services Regulation: Broker Dealer Compliance, Chambers USA, 2018-2019
- Securities Industry Qualifications (inactive): Series 7, 8, 14, 24 and 63
Professional Associations and Memberships
- Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Society, 1995 - present
- SIFMA, Compliance and Regulatory Policy Committee, 2011-2012
- SIFMA, Cross-Border Wealth Management Advisory Group, Co-Chair, 2011-2012
- Financial Industry Regulatory Authority (FINRA) e-Brokerage Committee, 2010-2012
- National Association of Securities Dealers (NASD), District 10 Advisory Committee, 2002-2005; Chair, 2004; Vice Chair, 2003
- Pajama Program, Board of Directors, 2017-present
- Fordham Urban Law Journal
- New York~United States (1991)
- Supreme Court of New York, Appellate Division~United States (1991)
- Connecticut~United States (1990)
- Fordham University School of Law (JD)
- State University of New York at Albany (BA, summa cum laude, Phi Beta Kappa)
- Speaker, "SEC Regulation BI and State Fiduciary Efforts," SIFMA Regional Firms GC/CCO Roundtable, 17 September 2019
- Speaker, "What IP Practitioners Should Know About Blockchain," New York State Bar Association Spring 2019 Meeting, 5 April 2019
- Speaker, "Heightened Enforcement on Cryptocurrencies and Money Laundering: A 2018 Perspective," The Knowledge Group Live Webcast, 18 September 2018
- Speaker, "The Law and the Future of Cryptocurrency," 43rd Global Legal ConfEx and Global GDPR ConfEx, 21 June 2018
- Co-author, "Offering Exemptions Available to Companies Issuing ICOs," Eurek Hedge, August 2018