Eden L. Rohrer

Eden Rohrer is a partner in the firm. She concentrates her practice in securities broker-dealer regulatory, compliance, enforcement defense for broker-dealers, fintechs, digital assets/cryptocurrency exchanges, and businesses. Eden represents a broad range of clients in the development, regulation, and operation of securities brokerage activities as well as activities involving digital assets, cryptocurrencies, distributed ledger technology, digital wallet providers, token issuers, DeFi applications and protocols, and Web3 related businesses.

Eden's practice involves all aspects of broker-dealer regulation, including the assessment to determine if proposed activities require broker-dealer registration or are eligible for an exemption. She can confidently walk clients through the minefield of broker-dealer exemptions including exemptions for associated persons of issuers (SEC Rule 3a4-1) foreign broker-dealers (SEC Rule 15a-6), technology platforms, and communications networks. She is frequently asked for advice on whether “finders” are permitted to participate in securities transactions. She has advised not-for-profit organizations and university incubators. She works with colleagues in our offices around the globe to consider securities activities in multiple jurisdictions.  

Eden has been advising clients with respect to digital assets and blockchain technology since 2016. Because many digital assets may be considered to be securities, Eden conducts securities analyses under federal and state laws, including under “Howey,” “Reves,” and the SEC Framework for Digital Assets and other guidance. Critical to the analysis is whether intermediaries in transactions involving digital securities are required to register as broker-dealers, clearing firms, investment advisers, and exchanges (or alternate trading systems). Eden has provided advice with respect to registration of cryptocurrency exchanges, token listing policies, lending and staking services, interest bearing products, decentralized autonomous organizations (DAOs), and the applicability of the New York Bitlicense.  

She advises firms in the FINRA new membership (NMA) process, prepares and files applications, and shepherds firms through the entire process. She also assists firms in the continuing membership (CMA) process to obtain approval for changes of ownership and control (including private equity investment, foreign ownership, and public company ownership) as well as approval for new activities such as underwriting, proprietary trading and market making. She has assisted clients to develop and obtain various regulatory approvals for electronic brokerage platforms, alternative trading systems (ATS), blockchain recordkeeping, and robo-adviser platforms.

Eden assists broker-dealers and their associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings with the SEC, FINRA, NYSE, and state and foreign regulatory authorities. She has many years of experience preparing and defending witnesses in FINRA on-the-record interviews and SEC testimony. Examinations and enforcement matters have involved issues including unregistered brokers or dealers, digital securities, M&A Brokers, custody arrangements, market manipulation, insider trading, anti-money laundering, distribution of unregistered securities, net capital requirements, direct market access, market making, soft dollar arrangements, cross border trading, electronic intrusion and customer impersonation, sales practices, supervision, private placements in both privately held and publicly traded securities.  

In addition, Eden has extensive experience in FINRA and AAA arbitrations and state and federal litigation involving a broad range of securities issues. She has represented broker-dealers in industry disputes as well as defended a variety of customer claims. Her litigation and enforcement defense experience make her particularly well-suited to provide broker-dealer counseling on many topics.

In connection with broker-dealer status, Eden assists firms in obtaining guidance, materiality consultations, interpretive letters, and no-action relief from FINRA and the SEC with respect to novel securities issues and the creation of new products and services. Eden is a leader in the M&A Broker space as one of the six lawyers who authored the request to the 2014 SEC for No-Action relief for mergers and acquisition brokers—the M&A Brokers No-Action Letter, since codified as a federal exemption to the Securities Exchange Act of 1934. Eden is particularly experienced in counseling M&A Broker clients in structuring their activities.