Rachael Browndorf
Senior Associate
Norton Rose Fulbright US LLP
Related services and key industries
Biography
Rachael is an associate practicing in the Denver and New York offices. She focuses her practice on representing family offices, funds and financial institutions in connection with fund formations and their ongoing operations, investment due diligence, private equity and debt transactions, cross-border structuring and investment adviser regulations.
Rachael also advises clients on the development and regulation of financial services and products in the FinTech sector. This includes private and public token offerings, cryptocurrency, smart contracts, blockchain and other disruptive technologies for both start-ups and global financial institutions. Rachael also has experience advising financial institutions on custody and trading solutions for digital assets and related regulatory issues in the FinTech space.
Rachael is part of the firm's FinTech team, frequently writing and speaking on blockchain, cryptocurrency and smart contract issues.
Professional experience
Collapse allJD, NYU School of Law, 2016
BA, summa cum laude, Economics and Psychology, University of Miami, 2013
In law school, Rachael was a Senior Editor for the Journal of Intellectual Property & Entertainment Law.
- Colorado State Bar
- New Jersey State Bar
- New York State Bar
- Private equity fund in negotiating an anchor investment in the PIPE round of a biotech SPAC
- Family office in connection with its major public shareholding in a SPAC and related matters
- Fintech company in its strategic acquisition of an artificial intelligence business
- Blockchain foundation in its $150 million initial coin offering including private SAFT and public auction fundraising rounds
- Fintech and cryptocurrency company in $20 million "founder" round capital raise from strategic and financial investors
- Fintech company in its strategic acquisition of a payments processing business
- Various funds and family offices in private equity co-investments with numerous fund managers and fundless sponsors
- Fund of funds in a series of private equity secondary sales
- Private equity fund in bank recapitalization investments including up to 9.9% voting stock ownership and related Federal Reserve passivity commitment filings
- Artificial intelligence technology company in its offering and sale of blockchain tokens for use in disintermediating certain advertising activities
- Family office advisor with over $2.5 billion AUM in hedge fund, private equity fund and direct deal investments
- Long/short equity manager with over $3 billion AUM in structuring and launch of hedge funds, long only funds and managed accounts, and ongoing regulatory and corporate advice
- Structuring and negotiation of over $1 billion private equity program for Middle East wealth manager
- Various fund managers in side letter negotiations and investor due diligence questionnaires and responses
- Carillon Tower Advisers, Inc., a division of Raymond James Financial, Inc., in its acquisition of Scout Investments Inc. from UMB Financial Corp. for $172.5 million
- New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York in the US $3.75 billion acquisition of its entire health insurance business by Centene Corporation
- Administrative agent for the term lenders in connection with a first lien term loan credit facility, a debtor-in-possession term loan credit facility and an exit term loan credit facility extended to Payless ShoeSource and the Payless ShoeSource chapter 11 cases
- Mercer Investments, a division of the Marsh & McLennan Companies, in its acquisition of Summit Strategies Group
- Co-author, "SEC's Division of Examinations Releases Risk Alert for Digital Asset Securities," Financial Services: Regulation Tomorrow, March 10, 2021
- Co-author, "OCC Conditionally Approves Bank Charter for Second Crypto Firm," Financial Services: Regulation Tomorrow, February 24, 2021
- Co-author, "SEC and CFTC issue Settlement and Order against Abra simultaneously," Financial Services: Regulation Tomorrow, August 10, 2020
- Co-author, "FINRA issues guidance on retail communications relating to private placements," Financial Services: Regulation Tomorrow, July 24, 2020
- Co-author, "SEC Proposed New Framework for Fund Valuation Practices," Financial Services: Regulation Tomorrow, July 24, 2020
- Co-author, "'Crypto Mom' Proposes 3-Year Safe Harbor for Token Projects" Financial Services: Regulation Tomorrow, February 11, 2020
- Co-author, "SEC Relief For Digital Custody Co. Takes Guarded Approach," Law360, November 14, 2019
- Co-author, "LabCFTC importance is elevated and US financial regulators join the FinTech "Global Sandbox," Financial Services: Regulation Tomorrow, October 30, 2019
- Co-author, "Cryptocurrency exchange intends to raise $130 Million through an IPO," Financial Services: Regulation Tomorrow, August 26, 2019
- Co-author, "Formation of registered series of Delaware LLCs to be permitted," Westlaw, Thomson Reuters, August 1, 2019
- Co-author, "SEC and FINRA address digital asset custody issues," Financial Services: Regulation Tomorrow, July 11, 2019
- Co-author, "SEC sues Kik for its US$100m ICO," Financial Services: Regulation Tomorrow, June 10, 2019
- Co-author, "SEC Adopts Regulation Best Interest Increasing Broker-Dealer Standards of Care and Disclosure Obligations," Financial Services: Regulation Tomorrow, June 7, 2019
- Co-author, "SEC Urges Broker-Dealers and Investment Advisors to Evaluate their Cloud-Based Storage Security Settings," Financial Services: Regulation Tomorrow, June 5, 2019
- Co-author, "No news is good news? The SEC may be undermining innovation in FinTech," Financial Services: Regulation Tomorrow, May 15, 2019
- Co-author, "SEC issues first no-action letter for unregulated ICO," Financial Services: Regulation Tomorrow, April 10, 2019
- Co-author, "Commissioner Peirce warns the SEC not to cast Howey's net too wide," Financial Services: Regulation Tomorrow, February 15, 2019
- Co-author, "SEC issues statement on digital asset securities issuance, investment and trading," Financial Services: Regulation Tomorrow, November 21, 2018
- Co-author, "Regulators bring enforcement actions against 1pool Ltd.," Financial Services: Regulation Tomorrow, October 8, 2018
- Co-author, "CFPB finalizes GLBA privacy rule exemption," Financial Services: Regulation Tomorrow, August 28, 2018
- Co-author, "SEC adopts new Form ATS-N and amendments to Regulation ATS to increase transparency and oversight of alternative trading systems," Financial Services: Regulation Tomorrow, July 23, 2018
- Co-author, "SEC's Jay Clayton and William Hinman Reiterate Howey is Here to Stay," Financial Services: Regulation Tomorrow, June 22, 2018
- Co-author, "New York State starts cryptocurrency exchange inquiry; SEC and CFTC foresee additional cryptocurrency and ICO regulation, Financial Services: Regulation Tomorrow, April 24, 2018
- Co-author, "Anatomy of an ICO," Project Finance NewsWire, April 2018
- Co-author, "SEC Cyber Unit successfully pursues fraudulent ICOs," Financial Services: Regulation Tomorrow, December 21, 2017
Insights
NYAG attempts to “rein in the cryptocurrency industry” with CRPTO Act
Publication | May 18, 2023
First NFT “insider trading” trial ends in criminal conviction based on novel theory
Publication | May 09, 2023
SEC adopts heightened reporting requirements for private funds
Publication | May 08, 2023