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.
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…
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.
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.
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
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.
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 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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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”).
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.