Jennifer Morton
Image of Jennifer Morton

Jennifer D. Morton

Partner

Email

jennifer.morton@aoshearman.com

Phone

+1 212 848 5187

+1 646 645 3072

Offices

New York

Social

LinkedIn

V-CARD
Jennifer represents market participants, including global financial institutions, investment advisers, private equity firms, wealth managers, and trade organizations (SIFMA) on matters involving the regulation of broker-dealers and securities markets.

She advises clients on a wide range of regulatory and transactional matters, including public and private mergers and acquisitions, SEC registration and FINRA membership, restructuring and expansion of business operations, and trading and markets issues. She also has extensive experience representing corporate and investment banking clients in public offerings and private placements and assisting clients on internal investigations and enforcement matters.

Jennifer regularly counsels clients on a wide range of federal, state, and SRO rules and regulations, including those governing net capital, customer protection, cross-border requirements under SEC Rule 15a-6, cybersecurity, books and records, SEC Regulation Best Interest, capital raising 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 broker-dealer regulatory matters relating to digital assets and blockchain technology, including ATS registration and custody issues.

Recognized by Chambers USA as one of the country’s leading financial services lawyers, Jennifer has been praised by clients for her “deep understanding of complex market regulations and an ability to develop solutions that consider business priorities.” In recognition of her extensive contribution to financial services regulation, she received the 2024 Women in Business Law Financial Regulation Lawyer of the Year Award from the International Financial Law Review (IFLR).

Expertise

Industries

Experience

Representative matters

Advice to financial institutions, fintechs, and other participants involved in M&A 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 programs.
  • 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 the ability 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 the 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, 2024, “The use of AI in the securities industry: U.S. regulatory considerations for broker-dealers and SEC-registered investment advisers,” The Review of Securities & Commodities Regulation
  • 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

  • Moderator, “Current Developments in Capital Markets,” Securities Industry and Financial Markets Association (SIFMA) C&L Regional Seminar, New York, October 2024
  • 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
  • Speaker, “Banking and FinTech Innovation,” Roundtable hosted by Empire Startups part of New York FinTech Week, April 2023
  • Presenter, “MiFID II and U.S. Considerations,” Institutional Investor Legal Forum Spring Round Table, April 2023
  • Moderator, “The Path to Senior Management”, SIFMA’s C&L Society Future Leaders panel, June 2022
  • Panelist, “Investment Advisory Regulatory Developments”, 2019 Money Management Institute (MMI) Annual Conference, October 2019
  • Speaker, “A Discussion for Broker-Dealer Senior Executives to Share Their Perspectives, Insights and Challenges,” Ernst & Young’s annual Broker-Dealer Roundtable, April 2019
  • Panelist, “Regulatory Developments Impacting Investment Advisers,” 2018 Money Management Institute (MMI) Annual Conference, October 2018

Leadership Positions And Professional Affiliations

  • Subcommittee on FINRA Corporate Finance Rules
  • Subcommittee on Trading & Markets, Task Force on Blockchains, Cryptocurrencies and Asset Management
  • Subcommittee on State Regulation of Securities
  • Subcommittee on State Broker-Dealers and Investment Advisers
 

Recognition

“Jennifer has a deep understanding of complex market regulations and an ability to develop solutions that consider business priorities.”
Chambers USA 2025
“Jennifer Morton is an excellent attorney with great knowledge.”
Chambers USA 2024

Awards

  • Financial Services Regulation: Broker Dealer (USA Nationwide), Chambers USA, 2024-2025
  • Ranked by IFLR1000 (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

Attorney-at-law, State of New York, US, 2008

Academic

BA, Connecticut College

Université de la Sorbonne Paris IV, Paris, France

JD, 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.