BRAEDEN ANDERSON
Hi, I’m Braeden. Welcome to Anderson Insights!
I use this blog to share my writings and make content I’m passionate about. This is for people who don’t have time to guess. People who know better than to diagnose legal questions with Google or AI without trained, specialized expertise.
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'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.
Enjoy the content. I hope you find what you’re looking for. And if you want to talk something through, don’t hesitate to reach out. I’d love to hear from you. It’s really cool when readers become clients.
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Crenshaw’s Exit, Dissent, and the SEC’s Troubled Crypto Record
Acknowledging the value of dissent does not require suspending scrutiny. It is fair, and necessary, to ask whether the SEC during the prior administration, and Crenshaw in particular, demonstrated sufficient command of the crypto markets they sought to regulate, and whether the agency’s approach over the past several years meaningfully advanced investor protection or instead imposed avoidable costs through uncertainty and inconsistency.
New in Law360: The Tricky Issues Underscoring Prediction Market Regulation
Law360 has published my latest analysis addressing the unresolved regulatory conflicts and market-structure risks now defining prediction markets.
The article explains why the most important legal questions are no longer just about preemption, but about how these markets are structured, who provides liquidity, and what regulators and plaintiffs are likely to focus on next.
Options Approval, Supervision, and Where Disputes Commonly Arise
Options trading has become widely accessible to retail investors, particularly through online and app-based brokerage platforms. That accessibility, however, operates within a regulatory framework that assigns specific responsibilities to broker-dealers while preserving customer autonomy in self-directed accounts. Many disputes in this area arise not from market outcomes, but from questions about how that framework functions in practice.
Cross-Border Enforcement: Understanding FINRA Rule 8210 Abroad
In this video we unpack how FINRA asserts its investigative authority beyond U.S. borders through Rule 8210. Cross-border business is common, and many foreign individuals and firms are surprised to learn they can still be pulled into a FINRA inquiry.
Nasdaq’s Tokenization Proposal: A Careful Step Toward Modernizing Market Infrastructure
You can’t understand Nasdaq’s tokenization proposal by asking what it adds. You understand it by seeing what it refuses to change. Nasdaq’s tokenization rule filing with the U.S. Securities and Exchange Commission is one of the most meaningful attempts yet to introduce blockchain-based representations of securities into the existing U.S. market structure.
SEC Issues No-Action Letter for Automatic Voting
In this video, we address the latest SEC “no-action” letter approving automatic voting for retail investors. The SEC’s Division of Corporation Finance told ExxonMobil that its staff would not recommend enforcement if the company launched a program allowing retail shareholders to cast standing voting instructions.
Navigating the Regulatory Filing Landscape: Form BD, NMA, and CMA Explained
In today’s video, embedded below, we will examine three critical regulatory filings that broker-dealer applicants and existing members must understand: Form BD, the New Member Application (NMA) under FINRA Rule 1013, and the Continuing Membership Application (CMA) under Rule 1017.
Money Transmitter Licenses 101
If your product accepts value from one person and moves it to another person or location, you may be a money transmitter. That status triggers federal MSB registration and, in most states, a money transmitter license. Read more…
SEC Says State Trust Companies Can Custody Crypto
In my recent YouTube video, I discuss how the SEC is beginning to align its custody framework for digital assets with industry practice. The SEC’s Division of Investment Management has issued a no-action letter confirming that certain state-chartered trust companies may serve as qualified custodians for digital assets and related cash equivalents under the Investment Advisers Act and the Investment Company Act.
SEC Restores Simultaneous Consideration Policy for Settlement and Waiver
This article and embedded video discusses the recent policy shift at the SEC regarding simultaneous consideration of settlement offers and related waiver requests in enforcement actions. The policy change reverses a 2021 decision under prior leadership that had required waiver requests to be considered separately, only after a settlement was finalized.
Digital Asset Securities: A Legal Field Guide for Builders
This session is a practical briefing on digital-asset and tokenized-securities market structure—what’s real today, what’s changing, and how to launch and operate on compliant rails. The talk is led by Braeden Anderson, Partner at Gesmer Updegrove LLP and head of the firm’s Securities Enforcement & Investigations practice. He represents public companies, fintechs, broker-dealers/ATSs, and founders with a focus on digital-asset and tokenized-securities market structure, offering design, custody and transfer-agent frameworks, and secondary trading issues
SEC to Host Roundtable on the Order Protection Rule: Revisiting Two Decades of Reg NMS
The U.S. Securities and Exchange Commission will host a public roundtable on September 18, 2025 to examine the Order Protection Rule (Rule 611 of Regulation NMS), and its analogues in the listed options markets. The discussion will focus on the rule’s longstanding “trade-through” prohibitions, which require trading centers to establish reasonable policies and procedures designed to prevent trades from occurring at prices inferior to protected quotations, subject to a web of exceptions.
SEC Rule 206(4)-8: Enforcement Standard May Shift in the Atkins Era
The Securities and Exchange Commission’s recent leadership changes may signal a recalibration in the enforcement of Advisers Act Rule 206(4)-8, a cornerstone of the SEC’s oversight of investment advisers to pooled investment vehicles. With Chairman Paul Atkins returning to the agency, the Commission’s long-standing reliance on a negligence standard could soon be revisited.
The PWG Report on Digital Asset Markets
The PWG report and the SEC’s announcement of Project Crypto mark the most significant federal policy movement in digital assets to date. While the statements carry a strong political tone, the practical question for industry participants is whether these initiatives translate into binding rules and legislation. Until that occurs, regulatory uncertainty remains, but the trajectory toward a more structured framework is clearer than it has been in years.
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.