Jennifer Morton

Jennifer D. Morton

Partner

Jennifer represents global investment banks, financial institutions, private banks, investment advisers, hedge funds, private equity funds, trade associations (SIFMA) and other market participants on matters involving the regulation of broker-dealers and securities markets.

She advises clients on a wide range of regulatory and transactional matters, including in connection with mergers and acquisitions, SEC registration and SRO membership (FINRA, DTCC and the exchanges), restructuring and expansion of business operations, 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 a wide range of federal, state, and SRO rules and regulations governing the activities of broker-dealers, including net capital, customer protection, cross-border requirements under SEC Rule 15a-6, cybersecurity, books and records, SEC Regulation Best Interest and Form CRS, FINRA corporate financing and conflicts of interest, new issues/IPO allocation, trade reporting, and the preparation and distribution of research. She also advises financial services firms and fintech companies on securities and broker-dealer regulatory matters relating to digital assets and blockchain technology, including broker-dealer and ATS registration and custody issues.

Experience

Representative matters

Advice to Financial Institutions, FinTechs, and other Market Participants Involved in Merger & Acquisitions Transactions

Regulatory and transactional advice with respect to mergers and acquisitions, joint ventures, expansion of business operations of broker-dealers, including regulatory approvals, post-closing integration and corresponding compliance considerations.

- Société Générale S.A. in connection with its business combination with AllianceBernstein, including related SEC, FINRA and SRO regulatory approvals and corresponding compliance program.

- Mubadala Investment Company PJSC in its acquisition of Fortress Investment Group (Fortress) from SoftBank Group Corp., and corresponding U.S. regulatory approvals.

- Merrill Lynch in connection with its acquisition by Bank of America, originally valued at $50 billion, creating the largest U.S. bank in 2008.

- Intercontinental Exchange, Inc. in connection with its acquisition of (i) TMC Bonds LLC and (ii) Virtu BondPoint, each a U.S. registered broker-dealer that operates an ATS; and

- SS&C Technologies, Inc. in connection with the acquisition of Eze Software Group.

- Thomson Reuters in its acquisition of REDI, a cross-asset execution management system (EMS)property.

Formation and Expansion of Broker-Dealers

Formation, registration, and expansion of broker-dealers and ATSs, including entities focused on retail brokerage and private wealth, investment banking advisory, private placements and secondary placements of private securities, digital assets, research distribution, and secondary trading.

- Gemini Galactic Markets, LLC in connection with its broker-dealer registration with the SEC and membership with FINRA, authorizing the firm to operate an alternative trading system (ATS) that offers subscribers to trade in digital asset securities.

- 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 and seeking Regulatory Relief

Broker-dealers involved in SEC and FINRA investigations and enforcement actions, including with respect to off channel communications, trade reporting (CAT, TRACE) trading in securities issued in accordance with Rule 144A, broker-dealer status issues, FINRA IPO allocation rules, the SEC net capital rule, and books and records retention. Representation of SIFMA in connection with FINRA Regulatory Notice 23-09, FINRA Rules Impacting Capital Formation.

Pro bono

Jennifer and the A&O Shearman team advise Natural Resources Defense Council in connection with providing legal services and support to farms and farm organizations in New York State.

Jennifer is an active member of the firm’s women partners’ initiative, which focuses on fostering the development and advancement of women business leaders and builds networks with firm clients and the broader community.  She also serves as a mentor to female associates as part of the firm’s women partners mentoring initiative.

Published Work

  • Morton, Jennifer (co-author), 2023, “New York State Finalizes Significant Amendment to Part 500 Cybersecurity Regulation,” American Bar Association
  • Morton, Jennifer, “James Bartos, United States Securities Law: A Practical Guide, 3rd Edition”
 

Speaking Engagements

  • Panelist, “Current Compliance Issues in Investment Banking,” Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Society Annual Seminar, March 2024
  • Moderator, “Evolving Ecosystem: Market Integrity,” Fordham Law Blockchain Regulatory Symposium, October 2023
  • Panelist, “FinTech Investing in 2023: Market Trends and Legal Issues,” U.K. FinTech Week, April 2023
  • Panelist, “Expanding to the U.S.: A Guide for FinTechs,” U.K. FinTech Week, April 2023

Leadership Positions And Professional Affiliations

  • Member, American Bar Association: Committee on Federal Regulation of Securities
  • Subcommittee on FINRA Corporate Finance Rules
  • Subcommittee on Trading & Markets, Task Force on Blockchains, Cryptocurrencies and Asset Management, 
  • Subcommittee on State Regulation of Securities
Recognition
Jennifer Morton is an excellent attorney with great knowledge.
Chambers USA 2024
Even in complex situations she is able to provide nuanced and sophisticated advice.
Chambers USA 2024

Awards

  • Ranked by Chambers USA: USA Nationwide: Financial Services Regulation: Broker Dealer, 2024
  • Financial Regulation Lawyer of the Year Award, International Financial Law Review (IFLR) Women in Business Law, 2024
  • Recognized by Legal 500 United States Finance: Financial Services Regulation, 2023-2024
  • Women in FinTech Powerlist, Innovate Finance, 2023

Qualifications

Admissions

New York, 2008

Academic

B.A., Connecticut College

Université de la Sorbonne Paris IV, Paris, France

J.D., Fordham University

Editor in Chief, Fordham International Law Journal

 
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.