Eden Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis, registration, compliance, and enforcement defense. She represents a broad range of clients in connection with traditional broker-dealer activities and activities involving new technologies such as digital assets, cryptocurrencies, utility tokens, NFTs, distributed ledger technology, digital wallet providers, DeFi applications and protocols and Web3-related businesses.
Broker-Dealer Status
Her broker-dealer practice includes the assessment of whether proposed activities require broker-dealer registration or qualify for an exemption. She can confidently walk clients through the minefield of broker-dealer status and consider exemptions, including the safe harbor for associated persons of an issuer (SEC Rule 3a4-1), foreign broker-dealers (SEC Rule 15a-6), technology platforms and communications networks, and M&A brokers. Clients frequently seek her counsel on whether “finders” can participate in securities transactions.
Broker-Dealer Registration
Eden successfully shepherds firms through the FINRA new membership application (NMA) process for decades —drafting application filings, managing regulatory inquiries, and preemptively addresses potential concerns to help clients secure membership sooner. She also assists firms in the FINRA continuing membership application (CMA) process to obtain approval for changes of ownership and control (including private equity investment, foreign ownership and public company ownership). She advises buyers and sellers of broker-dealers from the due diligence stage through negotiation of the purchase agreement to regulatory approvals and improvements in compliance. She also assists firms seeking approval for new activities such as underwriting, proprietary trading and market making. She assists clients in the development and registration of various kinds of platforms including alternative trading systems (ATS), retail self-directed and robo-adviser platforms.
Digital Assets
Eden advises clients regarding special purpose broker-dealer registration. She has been advising clients with respect to digital assets and blockchain technology since 2016. Because many digital assets may constitute securities, Eden conducts securities analyses under federal and state laws, including under the “Howey” and “Reves” tests and the SEC Framework for Digital Assets and other guidance. Critical to the analysis is whether intermediaries in transactions involving digital securities must register as broker-dealers, clearing agents, investment advisers and exchanges. Eden advises cryptocurrency exchanges regarding potential registration, token listing policies, lending and staking services, interest bearing products, decentralized autonomous organizations (DAOs), and state registration including the NY BitLicense. She also assists traditional broker-dealers to incorporate blockchain recordkeeping in compliance with SEC Rule 17a-4.
Regulatory Investigations and Enforcement Defense
Eden assists broker-dealers and their associated persons responding to complex regulatory examinations and inquiries and works closely with clients to develop and execute effective defense strategies in a range of proceedings with the SEC, FINRA, NYSE and state and foreign regulatory authorities. Clients appreciate Eden’s seasoned approach to witness preparation in FINRA on-the-record interviews and SEC testimony. Recent regulatory matters have involved off-channel communications, unregistered brokers or dealers, digital securities, M&A brokers, custody arrangements, and net capital requirements. She assists clients seeking waivers of Reg D “bad actor” status and broker-dealers in the FINRA MC-400A application for statutorily disqualified firms and individuals. Eden’s background in FINRA arbitration, broker-dealer litigation and enforcement defense make her particularly well suited to provide broker-dealer counseling on many topics.
Eden is a regular speaker on broker-dealer regulation, finders and the M&A broker exemption.
Prior to joining the firm, Eden was a partner at three international AmLaw 100 firms.
