BRAEDEN ANDERSON
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Hi, I’m Braeden.
I'm a partner at Gesmer Updegrove LLP, where I lead the Securities Regulatory and Enforcement and Digital Assets practice areas. I’ve served as Assistant General Counsel at Robinhood, practiced at Kirkland & Ellis and Sidley Austin, and represented clients in high-stakes matters before the SEC, DOJ, FINRA, and state regulators.
I write and make content for people who don’t have time to guess: founders, lawyers, regulators, and smart operators who know better than to rely on Google or the AI answer without context.
I've been recognized by U.S. Best Lawyers: Ones to Watch® for Financial Services and Securities Regulation, and listed in Marquis Who’s Who in America for contributions to law and public service.
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Revisiting the SEC’s Attempted Expansion of the “Dealer” Definition
As some of you may remember, last year the SEC adopted Final Rules under Release No. 34-99477 significantly expanding the scope of who must register as a “dealer” or “government securities dealer” under the Exchange Act. Despite the magnitude of this change, many market participants have not revisited the issue since the rules were announced. With FINRA examinations already underway for new registrants, this is the right moment to put the expanded dealer definition back on the radar.
SEC Signals Zero Tolerance for Unregistered Broker Activity
In a string of January 2025 settlements, the Commission reaffirmed that transaction-based compensation remains the defining hallmark of broker-dealer status under Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Individuals and firms operating as “finders” in private placements, often under the mistaken belief that they fall into a regulatory gray zone, are finding themselves squarely within the SEC’s enforcement crosshairs.
SEC Staff Statement on Liquid Staking: A Step Toward Clarity in Crypto Regulation
On August 5, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued a staff statement addressing a rapidly evolving area of crypto finance: liquid staking. The statement—released under the SEC’s Project Crypto initiative—marks a notable step toward clarifying the agency’s application of federal securities laws to certain crypto asset activities.
Private Equity and Crypto in 401(k) Plans: What the New Executive Order Could Mean Under ERISA
An August 2025 Executive Order directs the Department of Labor (DOL), Treasury, and the SEC to “clear the path” for alternative assets—including private equity, private credit/real estate, and cryptocurrency—to be offered in participant-directed defined contribution plans (e.g., 401(k)s).
Braeden Anderson Joins Gesmer Updegrove LLP
We are pleased to announce that, effective August 1, 2025, Braeden Anderson, Sr., the founder of Anderson P.C., has joined Gesmer Updegrove LLP as a Partner and will serve as the Inaugural Chair of Gesmer’s Securities Enforcement and Investigations Practice.
Backdating Stock Options: A Corporate Scandal Revisited
This article offers a comprehensive examination of the stock options backdating scandal—its mechanics, legal implications, regulatory response, and enduring impact—using illustrative case studies from Research In Motion, Broadcom, and other major players. But more importantly, it offers legal insights and guidance for companies, counsel, and compliance professionals who must navigate the complex intersection of compensation practices, financial reporting obligations, and securities law.
A Line in the Ledger: Federal Banking Agencies Issue Joint Statement on Crypto-Asset Safekeeping
On July 14, 2025, the OCC, Federal Reserve Board, and FDIC quietly issued a joint statement that may one day be remembered as a foundational moment in the formal convergence of traditional banking oversight and crypto infrastructure. The Statement on Crypto-Asset Safekeeping Risk Management sends a clear signal: if your institution intends to hold digital assets for clients, the expectations are not experimental — they are bank-grade.
Make Amateurism Great Again? An Attack on U.S. Capitalism by a Republican Administration
As a former Division I basketball player, a practicing attorney, and an unapologetic believer in American capitalism, I bring a uniquely principled perspective to this issue. I’ve lived both the physical grind and the regulatory complexity of college athletics. I know what it means to stretch a scholarship into opportunity—to rise before dawn for workouts, sit through hours of law school lectures, and navigate a system that extracted elite-level performance while denying me the right to earn from my own name or have an agent. I am a product of that paradox. I’ve lived its costs and now work on the legal frontlines of its reform. On July 24, 2025, President Donald J. Trump issued an Executive Order entitled “Saving College Sports,” casting it as a federal response to the disruption wrought by athlete compensation litigation, the proliferation of NIL (name, image, and likeness) deals, and what he calls the growing professionalization of amateur sports. The Order activates a broad coalition of federal agencies—from the DOJ to the Department of Education—to “restore guardrails” in the name of fairness and educational integrity. But behind the carefully crafted rhetoric lies something far more troubling: a reactionary effort to reinstate centralized control, cap market forces, and entrench the institutional advantages of college sports’ old guard. This Executive Order, far from advancing American values, runs directly counter to them. It betrays the entrepreneurial spirit, market freedom, and individual rights that conservative leadership claims to uphold.
Evergreen Guide: Broker-Dealer Due Diligence Obligations in Regulation D Offerings
Private placements under Regulation D of the Securities Act of 1933 remain a critical avenue for capital formation, particularly among early-stage and smaller companies. Despite their exemption from registration, these offerings are not exempt from the antifraud provisions of the federal securities laws. Broker-dealers that recommend Regulation D securities must undertake a reasonable investigation into the offering, the issuer, and the surrounding circumstances. This obligation stems from SEC and FINRA rules and is central to satisfying suitability, antifraud, and supervisory compliance requirements. This guide summarizes the regulatory foundation and outlines best practices for broker-dealers conducting due diligence in Regulation D offerings, with particular reference to FINRA Regulatory Notice 10-22.
FINRA Proposes Modernization of Rules Governing Member Firm Workplaces
On April 14, 2025, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 25-07, requesting comment on whether and how its rules, guidance, and processes governing the organization and supervision of member firm workplaces should be modernized to reflect significant shifts in industry operations. The comment deadline has been extended to July 14, 2025.
FINRA Finalizes SLATE Rule 6540: The Definitive Guide to Securities Lending Transparency Requirements (Effective 2026)
On April 2, 2026, FINRA Rule 6540 under the new SLATE (Securities Lending and Transparency Engine) Rule 6500 Series will take effect, ushering in a new era of regulatory transparency in the securities lending market. Mandated by SEC Rule 10c-1a under the Securities Exchange Act of 1934, FINRA’s new framework sets out detailed reporting and public dissemination requirements for securities loans and their modifications. These changes represent a significant expansion in regulatory oversight and transparency and will affect broker-dealers, agent lenders, institutional investors, and other market participants engaged in securities lending. This guide outlines the obligations, timeline, mechanics, legal challenges, and implications of Rule 6540 in a comprehensive manner, providing all the information market participants need to comply and strategize under the new regime.
Treasury Secretary Bessent Outlines Strategic Vision for Financial Regulatory Reform at Federal Reserve Capital Conference
In prepared remarks delivered at the Federal Reserve Capital Conference, U.S. Treasury Secretary Scott Bessent outlined a sweeping and assertive vision for reorienting the nation's financial regulatory architecture. Framing the speech as a call to action, Bessent emphasized the urgent need to move beyond reactive, fragmented regulation and toward a coordinated, long-term blueprint centered on economic growth, innovation, and national security.
Treasury Postpones Effective Date of Investment Adviser AML Rule; Signals Broader Reassessment of Regulatory Framework
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced today its intent to postpone the effective date of its final rule imposing anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) requirements on investment advisers (the “IA AML Rule”).
FINRA's $25K Rule Is on the Chopping Block: What a Lower PDT Threshold Could Mean for Retail Trading
The Financial Industry Regulatory Authority (FINRA) is reportedly preparing a seismic change to its pattern day trading (PDT) rule—a rule that, since 2001, has required investors to maintain a minimum $25,000 account balance to engage in more than three margin-based day trades in a rolling five-day period. Under a draft proposal is reportedly under internal review, that threshold may soon drop to just $2,000.
SEC Whistleblower Awards Slow Amid Record Denials and Heightened Scrutiny
The U.S. Securities and Exchange Commission’s (SEC) once-robust whistleblower program appears to be undergoing a shift. Recent data show a sharp decline in award approvals alongside a dramatic increase in denials, signaling that the Commission is elevating the bar for claimants and taking a more exacting approach to eligibility.
The WNBA Compensation Debate: Both Sides Have a Point — And That’s Exactly the Issue
There’s a knee-jerk reaction many people have when they hear that WNBA players want higher pay. They scoff. They quote profit margins. They cite low attendance numbers from five years ago. They say the league “loses money.” And for many years, that was true. The WNBA wasn’t a profitable enterprise — not by traditional P&L standards. But that’s not the full story. In fact, it’s not even the right metric anymore.
Executive Misconduct in the Public Eye: A Legal Framework for Internal Investigations Triggered by Reputational Crises
After a CEO is caught on camera in a viral public incident, what should a company do? This article provides a comprehensive guide on crisis management and explores the legal response, from initiating an internal investigation to navigating reputational risk, policy violations, and executive transitions.
GENIUS Act Passes the House: A Defining Moment for U.S. Crypto Policy
Praised by SEC Chairman Paul S. Atkins in an official statement, the GENIUS Act reflects years of bipartisan effort to create a coherent legal framework for crypto asset innovation in the United States. The bill’s passage represents more than regulatory progress—it is a signal that U.S. policy is beginning to shift from enforcement-by-default to regulation-by-design.
SEC Investor Advocate Outlines FY2026 Objectives: Focus on Retail Protection, Disclosure Efficacy, and Private Market Risks
On June 25, 2025, the Securities and Exchange Commission’s Office of the Investor Advocate submitted its annual Report to Congress, outlining the Office’s key policy objectives and areas of focus for Fiscal Year 2026. As retail participation in the markets continues to rise, the Investor Advocate’s priorities reflect a broader regulatory shift toward more data-driven investor protection efforts, disclosure modernization, and a closer examination of opaque market structures—including risks tied to private market exposure in retirement accounts and China-based issuers operating through variable interest entities (VIEs).
SEC Extends Compliance Date for Daily Reserve Computation Requirements Under Rule 15c3-3
On June 25, 2025, the Securities and Exchange Commission announced an extension of the compliance deadline for broker-dealers subject to its December 2024 amendments to Rule 15c3-3—the Customer Protection Rule. The amendments require certain broker-dealers to compute reserve requirements daily rather than weekly. The new compliance deadline has been extended from December 31, 2025, to June 30, 2026, providing firms with six additional months to complete the transition.