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Zachary J. Zweihorn


Zachary J. Zweihorn

Financial Institutions
Washington DC

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 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
  • Commonwealth Bank of Australia on its crypto partnership with Gemini Trust Company
  • Galaxy Digital on its $1.2 billion acquisition of BitGo (terminated August 2022), 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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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


J.D., Cornell Law School
  • magna cum laude
  • Order of the Coif
  • Editor, Cornell Law Review
B.A., CUNY Queens College
  • summa cum laude
  • Phi Beta Kappa

Professional history

  • Davis Polk since 2007
  • Washington DC office, 2010-present
  • New York office, 2007-2010

Qualifications and admissions

  • District of Columbia
  • State of New York
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