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.
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.
Regulation A and the Role of Finders: A Fresh Look at an Old Dilemma
The SEC’s Small Business Capital Formation Advisory Committee will convene on July 22, 2025, to revisit two of the most important—yet perennially underdeveloped—components of the U.S. private capital markets: Regulation A and the regulatory treatment of “finders.” Both topics go to the heart of one of the SEC’s toughest policy challenges: how to responsibly expand capital access for small and emerging businesses without sacrificing investor protection.
Conducting a Tokenized Offering Under Reg A
While there are multiple frameworks available to launch and distribute tokens—including those designed to avoid classification as securities—many of our clients elect to offer tokens as securities for strategic reasons. This can include unlocking broader investor participation, enabling secondary market liquidity, or building long-term institutional trust. Regulation A and Regulation Crowdfunding (Reg CF) are the two primary exemptions that allow for the public issuance of security tokens under U.S. law.
Waivers of Disqualification under Regulation A and Rules 505 and 506 of Regulation D: Understanding Key Requirements and SEC Review
In the U.S. securities framework, issuers often rely on exemptions like Regulation A and Regulation D to raise capital without registering their offerings. However, certain disqualifying events can bar a company from using these exemptions, particularly if there has been past misconduct involving the issuer, its officers, or significant shareholders. This guide will explore the disqualification rules for exempt offerings, when waivers may be available, and the factors that the Securities and Exchange Commission (SEC) considers when reviewing waiver requests.
Equity Crowdfunding: A Comparison of Reg A, Reg CF, and Reg D
In the ever-evolving landscape of modern capital formation, the avenues available to entrepreneurs are both myriad and complex. Navigating the regulatory intricacies of Regulation A (Reg A), Regulation Crowdfunding (Reg CF), and Regulation D (Reg D) transcends mere compliance; it is a strategic imperative that can profoundly shape the trajectory of a business. Each regulatory framework not only delineates specific parameters regarding investor eligibility and funding caps but also carries distinct implications for ongoing disclosure and market engagement.