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 on regulatory matters in connection with corporate transactions. His clients include international banks, broker-dealers, securities exchanges, digital asset businesses and other financial institutions.
Zach also helps clients with regulatory and legislative advocacy and has assisted in drafting proposed language for legislation, including aspects of three bills that became law.
Zach has twice been named a “Rising Star,” and clients quoted by Chambers say he is “a go-to source” with “tremendous subject matter expertise.” He has testified before the House Financial Services Committee and guest lectured at Columbia Law School on the interplay between digital assets and securities laws.
Experience
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 national securities exchange registration with the SEC and strategic arrangement with IEX
- Advising various cryptocurrency firms on business structures and securities law compliance considerations
- Assisting major investment management firm obtain FINRA approval for a new broker-dealer subsidiary
- Advising numerous non-U.S. financial firms regarding their cross-border U.S. activities
- Paxos on securing a termination letter and no enforcement action by the SEC
Transactional Advice
- Underwriters in connection with Gemini’s $450 million IPO
- Underwriters in connection with Figure Technology’s $788 million IPO
- Galaxy Digital on multiple matters, including its:
- first ever tokenization of SEC-registered equity on a major blockchain
- Delaware domestication and Nasdaq listing
- $1.2 billion (terminated) acquisition of BitGo
- Grayscale Investments on multiple matters, including its:
- formation, novel $1.8 billion seeding structure, and listing of Grayscale Bitcoin Mini Trust
- appellate victory for the $12.4 billion Grayscale Bitcoin Trust, reversing SEC decision to block its listing and trading
- Underwriters in connection with Bullish’s $1.11 billion IPO
- Ether Machine in connection with an $1.5 billion PIPE transaction and business combination between Dynamix Corporation and The Ether Reserve
- Circle Internet Group on multiple matters, including its:
- $1.05 billion IPO
- launch of a smart contract enabling acquisition of BlackRock’s tokenized fund for USDC
- AssetMark on its $2.7 billion acquisition by CTCR and its strategic alliance and acquisition of Morningstar TAMP business
- BlackRock on its minority investment in TXSE Group
- Mizuho Financial Group on its $550 million acquisition of Greenhill
- Charles Schwab Corporation on its $1.8 billion acquisition of USAA brokerage assets and its $26 billion acquisition of TD Ameritrade
- Morgan Stanley on its $13 billion acquisition of E*TRADE
- Bats Global Markets in connection with its acquisition of Direct Edge, its initial public offering, and its sale to CBOE Holdings
Insights
News
Recognition
Chambers USA – Financial Services Regulation: Broker Dealer (Compliance)
Chambers FinTech - FinTech Legal: Blockchain & Cryptocurrencies
IFLR1000 – Financial Services Regulatory, United States, Highly Regarded
Law360 – “Rising Star: Fintech,” 2021
National Law Journal – “D.C. Rising Star,” 2021
Education
- magna cum laude
- Order of the Coif
- Editor, Cornell Law Review
- summa cum laude
- Phi Beta Kappa
Prior experience
- Washington DC office, 2010-present
- New York office, 2007-2010
Qualifications and admissions
- District of Columbia
- State of New York