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Zachary J. Zweihorn


Advises on the regulation of broker-dealers and other securities market participants. Provides regulatory advice in connection with corporate transactions.

Zach focuses on the regulation of broker-dealers and other securities market participants and intermediaries. This includes advising on SEC, FINRA and exchange rules relating to the conduct of business, financial responsibility, margin, market structure and related compliance obligations. He also advises clients on regulatory matters in connection with corporate transactions involving broker-dealers, securities exchanges and digital asset businesses.

Zach also helps clients with regulatory and legislative advocacy and has assisted in drafting proposed language for legislation, including aspects of three bills that have become law.

His clients include international banks, broker-dealers, securities exchanges, digital asset businesses and other financial institutions.

In 2021, Zach was named a “Rising Star” by both Law360 (in fintech) and the National Law Journal (in D.C.). Clients quoted by Chambers USA say he is “a go-to source” with “tremendous subject matter expertise.”

Experience highlights

Regulatory Advice
  • Assisting major cryptocurrency trading firm obtain SEC no-action relief for new securities trading platform
  • Assisting a major electronic market maker to conduct a comprehensive review of its compliance and surveillance practices and best execution framework
  • Advising Long-Term Stock Exchange on its registration with the SEC as a national securities exchange and strategic arrangement with IEX
  • Advising various cryptocurrency market participants on securities law compliance considerations
  • Assisting major investment management firm to obtain FINRA approval for a new broker-dealer subsidiary
  • Advising numerous non-U.S. financial firms regarding their U.S. activities, including compliance with Rule 15a-6
Transactional Advice
  • Galaxy Digital on its pending $1.2 billion acquisition of BitGo, in connection with broker-dealer and digital asset regulatory issues
  • Charles Schwab Corporation on its $1.8 billion acquisition of brokerage assets of USAA’s Investment Management Company and its $26 billion all-stock acquisition of TD Ameritrade Holding Corporation
  • Morgan Stanley on its $13 billion acquisition of E*TRADE Financial Corporation
  • SS&C Technologies in connection with its acquisition of DST Systems, the owner of the ALPS fund distribution broker-dealers
  • Lightyear Capital in connection with its acquisition of Wealth Enhancement Group, a retail wealth management advisory and brokerage firm, and sale of Clarion Partners, a real estate investment firm and affiliated broker-dealer
  • Bats Global Markets in connection with its acquisition of Direct Edge, its initial public offering, and its sale to CBOE Holdings
  • Underwriters in connection with the SEC-registered initial public and subsequent follow on offerings of common stock of Virtu Financial, Inc., a technology-enabled market maker and liquidity provider to the global financial markets
  • J.P. Morgan in connection with National Bank of Canada’s $150 million issuance of a one-year floating-rate Yankee certificate of deposit and parallel simulation of the issuance using J.P. Morgan’s blockchain technology
  • Ad hoc group of pre-petition secured second-lien term lenders in connection with the chapter 11 bankruptcy cases and related financing transactions involving Aretec Group, Inc. and Cetera Financial Holdings, Inc., the parent company of the Cetera Financial Group network of retail broker-dealer firms
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Law360 – “Rising Star: Fintech,” 2021

Chambers USA – Financial Services Regulation: Broker Dealer (Compliance), Up and Coming

National Law Journal – “D.C. Rising Star,” 2021

IFLR1000 – Financial Services Regulatory, United States, Rising Star

J.D., Cornell Law School
  • Order of the Coif
  • magna cum laude
  • Editor, Cornell Law Review
B.A., CUNY Queens College
  • Phi Beta Kappa
  • summa cum laude
Professional history
  • Partner, 2020-present
  • Counsel, 2015-2020
  • Associate, 2007-2015
  • Washington DC office, 2010-present
  • New York office, 2007-2010
Qualifications and admissions
  • District of Columbia
  • State of New York
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