Linda Lerner

Main Practice Areas

​Broker-Dealer, Regulation & Policy, Electronic Trading Platforms, Digital Assets, Corporate Transactions, Blockchain/Distributed Ledger Technology (DLT), Anti-Money Laundering (AML), Securities Fraud & Financial Investigations

Bio

Linda Lerner is a partner and the head of Halloran Farkas + Kittila’s New York office.  Linda is widely recognized for her deep expertise in the regulation of financial markets and their participants.  She works with clients seeking to offer innovative products and services, and assists in gaining regulatory approval for them.

Linda devotes much of her practice to the regulation of security tokens and is widely sought out for her experience in obtaining approval for brokerage firms to offer and trade these securities and to establish platforms for their trading.  She works closely with SEC and FINRA senior staff to resolve challenging issues in the digital security space, including non-custodial solutions, stablecoins and offering and selling other digital assets. Linda is the founding chair of the American Bar Association Task Force on Offering and Trading Tokenized Securities and frequently writes and lectures on digital assets.  Linda works closely with firms as they develop digital asset strategies, and then works just as closely with regulators to ensure that those strategies can be implemented.

Linda also focuses on the so-called “finder” issue and co-authored the M&A Brokers No-Action Letter Request to the SEC.  She serves as Chair of the ABA Task Force on Private Placement Brokers, assists unregistered finders to operate within the law, and interacts frequently with regulatory and federal legislative staff to obtain additional relief for intermediaries who facilitate capital raising.

More generally, Linda advises broker-dealers and investment advisors on federal and state regulation of their activities, including, among other things:

Rule interpretation, registration requirements, risk management, doing business in foreign jurisdictions and chaperoning foreign broker-dealers conducting business in the U.S., supervisory procedures, research and soft dollar arrangements, review of marketing material, placement agent and underwriting agreements, agreements with employees and vendors, including clearing firms, and regulatory aspects of new product development.

Linda co-authored the Bloomberg BNA Portfolio “Broker-Dealer Registration: Demystifying the Process.”  Her clients have included a broad range of institutions, from serving as in-house General Counsel for a brokerage firm seeking to operate one of the first electronic trading platforms to outside counsel for global financial institutions and startups. She helps her clients launch innovative trading systems for equities, fixed income, fiat and cryptocurrency, derivatives and other instruments. Linda also helps fintech firms develop product and market strategies and assists them to meet with regulators services.

Linda also focuses her practice on capital formation issues confronting startups and small and middle market businesses.  She co-founded and chairs of the newly formed American Bar Association Task Force on Underserved Entrepreneur Equality, whose mission is to help less experienced entrepreneurs who have difficulty accessing capital to obtain a wide range of services, including entity formation, development of their business plan, mentoring on financial record keeping, and identification of and accessing capital resources, as well as developing an easily accessible resource database for use by entrepreneurs and those offering to assist them.

Linda has served on a number of Nasdaq and FINRA committees focused on, among other things, trade disputes, electronic trading and trade reporting.  

Admissions

New York

U.S. Court of Appeals for the District of Columbia Circuit

U.S. District Court for the Southern District of New York

Judicial Clerkships

Student law clerk to the Honorable Orrin Judd, U.S. District Court for the Eastern District of New York

Education

Brooklyn Law School, J.D.

Columbia University, M.S.

Brandeis University, B.A.

Professional Affiliations

American Bar Association (founder and chair of the Task Force on Offering and Trading of Tokenized Securities, the Task Force on Private Placement Brokers, founder and chair of the Task Force on Underserved Entrepreneur Equality, and Member, ABA Diversity, Equity and Inclusion Board)

Securities Industry and Financial Markets Association (Legal and Compliance Division)

Wall Street Blockchain Alliance Legal Working Group

Midtown Regulatory Group (moderator 2004-2019)

Heritage Foundation Securities Regulation Working Group

Financial Women's Association of New York

Education

Brooklyn Law School, J.D.

Columbia University, M.S.

Brandeis University, B.A.

Publications

“Broker-Dealer Registration: Demystifying the Process,” Bloomberg BNA Securities Practice Portfolio No. 381.  Co-author with Eden L. Rohrer.

"Financial Regulators Have Gotten the Memo—The "Brand Memo," SA Financial Regulation Journal (September 21, 2018). Authors: William S.W. Chang, Linda Lerner, Cari N. Stinebower, Thomas A. Hanusik and Rebecca Monck Ricigliano.

"SEC Letter Extends Safe Harbor for Broker-Dealers," National Law Journal's FCPA & Anti-Money Laundering: A Special Report (January 30, 2017). Authors: Carlton Greene, Linda Lerner, Eden L. Rohrer, Cari N. Stinebower, and James (J.J.) Saulino.

"Issues in Using Unregistered M&A Brokers in Transactions," New York Law Journal (October 31, 2016). Authors: Paul J. Pollock, Linda Lerner, and Eden L. Rohrer.

"Cybersecurity Programs – A Guide," ACC New York City Chapter Summer Newsletter (June 2016). Authors: Linda Lerner, Maida Oringher Lerner, Harvey Rishikof, and Jenny E. Cieplak.

"Regulatory Forecast 2016: What Corporate Counsel Need to Know for the Coming Year," a Crowell & Moring LLP publication (January 2016). Contributor.

"Financial Services — Cybersecurity and New Technologies Take Center Stage," Crowell & Moring's Regulatory Forecast 2016 (January 2016). Contributors: Linda Lerner, Eden L. Rohrer, Jenny E. Cieplak, and Mike Gill. Also published in Westlaw Journal's Bank & Lender Liability Report.

"Private Placement Brokers – The State of Play Two Years Later," Business Law Today, American Bar Association (December 2015). Authors: Linda Lerner and Eden L. Rohrer.

"Cyber Security: What NFA Guidance Means For CCOs," Compliance Reporter (December 14, 2015). Authors: Linda Lerner, Harvey Rishikof, and Jenny E. Cieplak.

"Proposed Investor Protection Act of 2009 - Promises Significant Regulatory Changes and Potentially Higher Costs for Broker-Dealers and Investment Advisors," (July 13, 2009). Author: Linda Lerner. "FINRA Members Prepare for NASD Rule 2821," Financial Services Law 360 (March 6, 2008). Author: Linda Lerner.

Speaking Engagements

“Regulatory Aspects of New Product Development,” New York City Bar Ass’n, New York, NY (March 11,2022).  Panelist.

“Data usage Law, Privacy and Cybersecurity,” New York City Bar Ass’n, New York, NY (Sept. 18, 2020).  Panelist.

“Digital Assets and Initial Coin Offerings,” FINRA 2019 Annual Conference, Washington, D.C. (May 16, 2019).

"The Law and the Future of Cryptocurrency," 43rd Global Legal & GDPR ConfEx, New York, NY (June 21, 2018). Panelist.

"STX Operations: Cybersecurity and Identity: What is an Exchange?" Security Token Academy’s Security Token Summit, New York, NY (June 11, 2018). Panelist.

"Inside Secrets to the SEC & FINRA," Start Engine ICO 2.0 Summit, Santa Monica, CA (April 20, 2018). Panelist.

“Broker-Dealer Registration After Paxton and Kramer,” ABA Business Law Section Annual Meeting (Sept. 14, 2017).  Panelist.

"Networking Skills for Women," FWA Pacesetters Program, New York, NY (May 4, 2017). Moderator.

"Cybersecurity, Privacy Risk Management, and Incident Response: A Private Sector Approach," Investment Adviser Association - Fall Compliance Workshop, Philadelphia, PA (October 4, 2016). Presenter.

"CFTC and NFA Cybersecurity Landscape," DC Bar, Washington, DC (May 26, 2016). Panelist.

"Issues, Advice, and Ethical Matters When Advising Financial Services Compliance Personnel – What Lawyers Need to Know, "New York County Lawyers' Association's 2015 Securities Litigation & Regulatory Enforcement Conference: Insights for the Financial Services Attorney (April 23, 2015). Moderator and panelist.

The M&A Brokers No-Action Letter, New York State Bar Association Business Law Section (April 16, 2014).  Presenter.

"SEC No-Action Letter: How it Applies to M&A Brokers," Crowell & Moring Webinar (March 25, 2014). Presenter.

"Fund Sales: Must the Broker Be Registered?" ALI CLE Webinar (August 15, 2013). Panelist.

"Regulatory Update: FINRA's New Communications Rules," Webinar (October 17, 2012). Presenter: Linda Lerner.

"A Conversation with Richard Ketchum: Compliance, Risk Management and the Bottom Line – How Do They Co-Exist?" (October 4, 2012). Interviewer.

"Dodd-Frank Impact on Other Financial Services: Investment Advisers, Broker-Dealers, and Derivatives," (November 17, 2011). Panelist.

Financial Regulatory Reform Conference (July 8, 2011). Panelist.

"Implications for Investment Advisers and Broker-Dealers and Expanded Corporate Governance and Compensation Regulation," (July 8, 2011). Panelist. "The Dodd-Frank Wall Street Reform and Consumer Protection Act: Game Changer? Impact on Other Financial Services: Investment Advisors, Broker-Dealers, and Derivatives," (November 17, 2010). Panelist.

Alerts & Newsletters

"Cryptocurrency in Small Bytes: The SEC Reminds Market Intermediaries of Their Responsibilities" (September 17, 2018).

"Financial Regulators Have Gotten the Memo—The "Brand Memo" (September 14, 2018).

"Cryptocurrency in Small Bytes: The SEC Turns its Attention to Trading Platforms" (March 12, 2018).

"OCIE Issues New Report on Cybersecurity Practices" (August 15, 2017).

"The NFA Weighs In With New Cybersecurity Guidance" (October 2, 2015).

"SEC Announces Cybersecurity Warning Shot" (September 24, 2015).

"SEC Announces Guidance on Cybersecurity Exam Focus Areas" (September 18, 2015).

"SEC Proposes FINRA Registration for High-Frequency Traders – But at What Cost?" (April 6, 2015).

"Cybersecurity Threats: Regulators Put Broker-Dealers and Investment Advisers on Notice" (February 9, 2015).

"Regulators to Consider Changes to Margin Requirements for Retail FX Transactions" (January 21, 2015).

"2015: Investment Adviser Annual Requirement Checklist" (January 9, 2015).

"M&A Brokers Exempt from SEC Registration" (February 3, 2014).

"Hedge Fund Advisor Heavily Sanctioned for Failure to Follow Conflict of Interest Rules" (September 26, 2013)."SEC Issues Much Needed Guidance on Rule 15a-6 Regarding Foreign Broker-Dealers" (March 25, 2013).​

"SEC Sends Message to Stop Fundraising by Unregistered "Finders"; comes Down Hard on Fund Sponsor and Managing Partner” (March 12, 2013).

"SEC Issues Risk Alert Regarding Adviser Examinations" (March 8, 2013).

"CFTC Issues Final Rules Regarding Exemptions, Registration and Compliance Obligations for CPOs and CTAs of Public and Private Funds" (March 14, 2012).

"Potential for Change in Anti-Money Laundering Laws & Regulations: New FATF Recommendations, FinCEN Calls for Comments on Customer Due Diligence Procedures" (March 8, 2012).

In the News

Cryptocurrency Startups Are in Limbo as Regulators Grapple with Risks. June 19, 2019 — The Wall Street Journal

Attorney on SEC & Crypto Asset Marketplace: "By Not Allowing Intermediaries They Are Stifling Innovation". November 7, 2018 — Crowdfund Insider

“Enforcement Action May Be Omen of SEC’s Cyber-Security Plans”. October 29, 2015 — Compliance Week

Press Releases

Linda Lerner and Eden Rohrer Co-Author Bloomberg BNA Portfolio on Broker-Dealer Registration (Oct. 08, 2014).