Jennifer D. Morton is a partner in the global Financial Institutions Advisory & Financial Regulatory group and leads the firm’s broker-dealer regulatory practice.  She is also Co-Chair of the firm’s FinTech initiative.

Jennifer represents global investment banking firms, private banks and wealth management organizations, electronic trading platforms, alternative trading systems, investment advisers, hedge funds, private equity firms, trade associations including SIFMA, and U.S. and non-U.S. broker-dealers and banks on matters involving the regulation of broker-dealers and securities markets.

Jennifer advises clients on a wide range of corporate and regulatory compliance matters, including in connection with mergers and acquisitions and cross-border transactions, restructuring and business expansion matters and trading and markets issues.  She also has extensive experience representing U.S. and non-U.S. corporate and investment banking clients in public offerings and private placements and assisting clients on internal investigations and enforcement matters.

In this regard, Jennifer regularly counsels clients on SEC net capital and customer protection rules, broker-dealer/cross-border requirements under SEC Rule 15a-6 and related guidance, cybersecurity rules, books and records requirements, the formation, registration and expansion of broker-dealers and alternative trading systems, FINRA corporate financing and conflicts of interest rules, FINRA IPO allocation rules, SEC trade reporting rules including CAT and TRACE reporting, and rules governing the preparation and distribution of research.

Prior to joining the Financial Institutions Advisory & Financial Regulatory team, Jennifer was a member of the firm’s Capital Markets team, where she represented issuers and financial institutions in connection with securities offerings, including shelf registrations and take-downs of equity and investment grade debt, Rule 144A/Reg. S high-yield debt offerings, tender offers and consent solicitations.

As Co-Chair of the FinTech initiative, Jennifer represents market participants, including financial services firms and FinTech startups on securities and broker-dealer regulatory matters relating to digital assets and blockchain technology.  Jennifer is a member of the American Bar Association, Business Law Section’s Committee on Federal Regulation of Securities, Subcommittee on FINRA Corporate Financing Rules, Subcommittee on Trading and Markets, Task Force on Blockchains, Cryptocurrencies and Asset Management, Committee on State Regulation of Securities and Subcommittee on State Broker-Dealers and Investment Advisers.

Formation and Expansion of Broker-Dealers

• Formation, registration and expansion of broker-dealers, ATS and clearing agencies, including entities focused on retail brokerage and private wealth, investment banking advisory, private placements and secondary placement of private securities, research distribution, and secondary trading
• Citi Private Advisory, LLC in connection with its dual-registration as a broker-dealer with the SEC and approval of its new membership application with FINRA

Broker-Dealers Involved in Investigations & Enforcement

• Representation of broker-dealers involved in SEC and FINRA investigations and enforcement actions, including with respect to ADR trading, trading in securities issued in accordance with Rule 144A, dealing in products of affiliated issuers, FINRA IPO allocation rules, the SEC net capital rule, and books and records retention
• Representation of underwriters in registered offering of $250 million investment grade notes by CorpBanca

Advice to Financial Institutions Involved in Capital Markets, or Merger & Acquisitions Transactions and FinTech

• Representation of the Intercontinental Exchange, Inc. in connection with its acquisition of TMC Bonds LLC, a U.S. registered broker-dealer that operates an alternative trading system; and in connection with its acquisition of Virtu BondPoint, an alternative trading system operated by Virtu Americas, its U.S. registered broker-dealer affiliate
• Representation SS&C Technologies, Inc. in connection with the acquisition of Eze Software Group
• Representation Thomson Reuters in its acquisition of REDI, a cross-asset execution management system (EMS)

Professional Affiliations

• Member, American Bar Association: Committee on Federal Regulation of Securities, Subcommittee on FINRA Corporate Finance Rules, Subcommittee on Trading & Markets, and Committee on State Regulation of Securities
• Member, Securities Industry Association, Legal and Compliance Division

Publications

• Co-Author, “New York State Finalizes Significant Amendment to Part 500 Cybersecurity Regulation,” American Bar Association (December 22, 2023)
• Contributed to James Bartos, United States Securities Law: A Practical Guide, 3rd Edition

Speaking/Webinar Engagements

• Panelist on “Investment Advisory Regulatory Developments,” at the 2019 Money Management Institute (MMI) Annual Conference in Atlanta, Georgia
• Co-presenter for a webinar sponsored by My Compliance Office (”MCO”), and served as a lead panelist on a webinar sponsored by The Knowledge Group
• Speaker at Ernst & Young’s annual Broker-Dealer Roundtable—a discussion for broker-dealer senior executives to share their perspectives, insights and challenges
• Panelist on “Regulatory Developments Impacting Investment Advisers,” at the 2018 Money Management Institute (MMI) Annual Conference in Dallas, Texas
• Given numerous presentations to global financial institution clients on Regulation M, FINRA Corporate Financing Rules, compensation, conflict of interest rules and SIFI supervision
• Participated in webinars on FINRA’s rules and regulations