Linda Lerner is a partner and the head of Halloran Farkas + Kittila’s New York office.
Linda works closely with senior SEC and FINRA regulatory personnel on maximizing investor protection while enabling financial intermediaries to grow their business in a responsible manner.
Linda has always believed that technology — more recently including blockchain technology and AI —plays a vital role in increasing the efficiency of financial transactions. She supports efforts to bolster safety and soundness both for financial institutions and their customers.
Linda has provided advice to firms engaged in electronic trading for most of her career and has been instrumental in advocating for changes in market structure. She assists financial intermediaries not only with developing innovative services, but also provides ongoing advice on day-to-day compliance and risk management policies and procedures covering such key matters as cybersecurity, due diligence on issuers and customers (KYC, OFAC, etc.), vendor due diligence, platform operations, obvious error procedures, and help desk operations, as well as user manuals, with an emphasis on best practices.
Pioneering Practical Solutions
While Linda values being on the cutting edge, she takes care to help her clients structure their strategies to enhance investor protection and obtain regulatory approval.
For example, prior to tokenized securities gaining general acceptance from the SEC, Linda developed and obtained regulatory approval for various alternative trading systems to utilize a unique system of non-custodial procedures to satisfy regulatory concerns regarding the custody and control of crypto assets by broker-dealers — commonly referred to as the “non-custodial solution.”
Institutional Relationships
Linda Lerner continues to have a strong working relationship with key senior personnel at both the SEC and FINRA, as well as with various financial institutions and vendors of key services to broker-dealers and other financial institution clients.
She 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. She 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 formation.
As an active member of the Wall Street BlockChain Alliance’s Legal Working Group, Linda made significant contributions to the WSBA’s proposed best practices for the crypto industry.
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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 Assisting Underserved Entrepreneurs, 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, developing an easily accessible resource database for use by entrepreneurs to locate affordable services, including accountants, experienced business executives and other community resources who can provide guidance and assistance that will enhance their chance for success.
My Practice
Thought Leadership
Publications
“Sifting through the Corporate Transparency Act: Key Elements to Understand,” published on April 20, 2024, in the ABA Business Law Today.
“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 Media
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 release: Linda Lerner and Eden Rohrer Co-Author Bloomberg BNA Portfolio on Broker-Dealer Registration (Oct. 08, 2014).
Education
J.D.
Brooklyn Law School
M.S.
Columbia University
B.A.
Brandeis University
Hon. Orrin Judd, U.S. District Court for the Eastern District of New York
Student law clerk
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
Affiliations
Securities Industry and Financial Markets Association
Legal and Compliance Division
American Bar Association
Founder and chair of:
Task Force on Offering and Trading of Tokenized Securities;
Task Force on Private Placement Brokers; and
Task Force on Assisting Underserved Entrepreneurs
Member, ABA Diversity, Equity and Inclusion Board
Wall Street Blockchain Alliance Legal Working Group
Midtown Regulatory Group
Moderator 2004-2019