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Susan I. Gault-Brown

Partner
+1.202.778.9083
Fax +1.202.778.9100

Ms. Gault-Brown is a partner in K&L Gates’ Washington, D.C. office and a member of the Investment Management practice.   She advises participants in the financial services industry, including commodity trading advisors, commodity pool operators, investment advisers, private funds, and registered investment companies on regulatory, transactional and counseling matters involving the securities and commodities laws.  She also regularly provides advice with respect to exemptions, no-action letters, and other forms of regulatory relief.

Derivatives.   Ms. Gault-Brown regularly counsels clients with respect to regulatory issues arising under the Commodity Exchange Act and the rules of the National Futures Association, as well as under the Investment Company Act and the Investment Advisers Act, with respect to the use of futures, options on futures, swaps, and currency derivatives by regulated and unregulated entities.  Among other things, Ms. Gault-Brown has counseled market participants on the evolving post-Dodd-Frank regulatory regime for OTC derivatives and those that use them.  In addition, Ms. Gault-Brown regularly works with commodity trading advisors and commodity pools operators with respect to registration, disclosure, and compliance issues. 

Investment Advisers Act Regulatory Advice.   Ms. Gault-Brown regularly provides advice with respect to federal and state securities laws and commodities laws to both registered and unregistered investment advisers, including advisers that manage private funds and separate accounts.  Ms. Gault-Brown works with advisers, including new registrants, to develop compliance policies and procedures and disclosure documents and also helps with the registration process.  Among other things, Ms. Gault-Brown has counseled clients with respect to wrap programs and other managed account programs and platforms.  Ms. Gault-Brown has also been involved in a number of adviser restructurings, including changes in management and adviser acquisitions.

Hedge Fund, Private Equity Fund, and Venture Capital Funds.   Ms. Gault-Brown counsels sponsors and advisers to private funds, including hedge funds, private equity funds, and venture capital funds, with respect to regulatory obligations, including relevant exclusions or exemptions, under the Investment Advisers Act and Commodity Exchange Act and other relevant securities laws.  Ms. Gault-Brown also helps with structuring and transactional issues, and prepares organizational and disclosure documents for private offerings of securities. 

Investment Company Act Regulatory Advice.   Ms. Gault-Brown counsels registered investment companies on a variety of issues, including issues raised by investments in derivatives and other structured products, such as leverage, diversification, and counterparty exposure limits.  Ms. Gault-Brown also regularly provides advice about affiliated transactions issues.

Status Determinations.   Ms. Gault-Brown represents companies, including operating companies, in determining whether they are subject to regulation as investment companies, investment advisers, commodity pool operators, commodity trading advisors, or other regulated entities.  Ms. Gault-Brown also assists these entities in structuring their organization and operations so as to permissibly avoid regulation, and assists in seeking no-action, exemptive and similar relief.  Among other examples, Ms. Gault-Brown worked with a technology client to successfully attain a SEC exemptive order under section 3(b)(2) of the Investment Company Act, and worked with a biopharma industry client to attain a novel SEC staff no-action letter under section 3(c)(5)(A) of the Investment Company Act with respect to the company’s royalty interests.

Professional Background

Ms. Gault-Brown joined the firm after three years at the Securities and Exchange Commission where she was a senior counsel in the Division of Investment Management's Office of Chief Counsel.  At the SEC, among other matters, Ms. Gault-Brown focused on the regulatory treatment under the federal securities laws and commodities laws of registered funds and registered advisers that used OTC derivatives, with a particular focus on issues arising under the Investment Company Act and Investment Advisers Act.  In addition, Ms. Gault-Brown regularly provided formal and informal interpretive guidance concerning a variety of issues under the Investment Company Act and the Investment Advisers Act, including investment company and investment adviser status determinations, affiliated transaction issues, and senior security issues.

Prior to joining the SEC, Ms. Gault-Brown was an associate at a leading ERISA law firm where she focused on ERISA fiduciary duty and prohibited transaction issues and provided advice concerning ERISA, federal securities laws, banking laws, and state trust and fiduciary laws. 

Ms. Gault-Brown began her legal career as a judicial clerk to Judge Constance Baker Motley in the U.S. District Court for the Southern District of New York.

Speaking Engagements

  • “Investing Commodity and Derivatives Instruments: New Issues for Advisers,” ALI CLE Investment Adviser Regulation 2014: Institutional Advisory Legal and Compliance Forum, New York, NY (April 3, 2014)
  • “Advice Regarding Commodities,” PLI Broker-Dealer Advisory Services 2014: Current Legal and Compliance Issues Facing Dual Registrants, New York, NY (Feb. 19, 2014)
  • “CFTC Registration Requirements and New Rules Affecting Advisers,” ALI CLE Investment Adviser Regulation, New York, NY (Dec. 6, 2012)
  • “How the CFTC’s Amendments to Regulations 4.5 and 4.13 will affect Investment Companies,” presented by Susan Gault-Brown, Mark Goshko, Stuart Fross, K&L Gates Seminar, Boston, MA (April 18, 2012)
  • “Private Equity Manager Regulation after Dodd-Frank,” presented by Diane Ambler, Susan Gault-Brown, Rick Giovannelli, and Lee Cory, K&L Gates Financial Services Reform Seminar, Charlotte, NC (March 1, 2011)
  • "Issues Related to Derivatives Investing – Dodd-Frank Title VII, and Registered  Fund Issues,” presented by Susan Gault-Brown, K&L Gates Investment Management Conference, Chicago (Nov. 4, 2010)
  • “Hot Topic Panel:  Derivatives,” K&L Gates Investment Management Conference, presented by Susan Gault-Brown, Washington, D.C. (Oct. 28. 2010)
  • “Mutual Fund Distribution,” presented by Susan Gault-Brown, K&L Gates Investment Management Conference, Washington, D.C. (Oct. 27. 2010) and Chicago, IL (Nov. 4, 2010)
  • “Use of Leverage by Registered Investment Companies,” presented by Susan Gault-Brown and Clair Pagnano, K&L Gates Investment Management Professional Development Program, Washington, D.C. (Sept. 24. 2010)
  • “An Overview of the Dodd-Frank Act and Its Effect on Investment Advisers,” presented by Susan Gault-Brown, Alan P. Goldberg, Anna Paglia, Don S. Weiss, K&L Gates Financial Services Reform Seminar:  The New Hedge Fund Regulatory Era Begins, Chicago, IL (July 22, 2010)
  • “No-Action Letters,” presented by Susan Gault-Brown and Eric Purple, K&L Gates Investment Management Professional Development Program, Washington, D.C. (October 29, 2009)
  • “Investment Adviser Hot Topics,” presented by Susan Gault-Brown and Robert Rosenblum, K&L Gates Investment Management Professional Development Program, Washington, D.C. (July 30, 2009)
  • “Derivatives Training Seminar - Investment Company Act Issues,” presented by Susan Gault-Brown and Robert Wittie, K&L Gates Derivatives Training Seminar, Washington, D.C. (June 23, 2009)