K. Susan Grafton is of counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher LLP where she focuses her practice on advising broker-dealers and investment advisers on their business, regulatory, and compliance issues. She was selected by Chambers USA 2010 as a leading lawyer for Financial Services Regulation: Broker-Dealer (Compliance).
Ms. Grafton assists broker-dealer and investment adviser clients with all aspects of the Financial Industry Regulatory Authority, Securities and Exchange Commission (“SEC”), and state registration processes, and counsels them on related structural, supervisory, financial, and operational issues. She also advises clients on a variety of sales, trading, and operational compliance issues including research and other written communications; soft dollars and commission sharing arrangements; Regulations M, ATS, NMS, and SHO; sponsored access and other electronic trading issues; books and records requirements; and OATS and trade reporting. She advises and advocates the views of securities and options exchanges, alternative trading systems, other broker-dealers, and hedge funds on market structure issues and the potential impact of legislative and regulatory developments.
Ms. Grafton works closely with clients to develop and conduct in-house-training on a variety of topics including financial services regulatory reform, managing conflicts of interest and material nonpublic information, avoidance of "group" designations, short selling, Regulation M, electronic communications, marketing materials, and preparing for regulatory examinations. She also works closely with clients to develop firmwide and business level supervisory and compliance policies and procedures. Ms. Grafton represents broker-dealers and investment advisers before the SEC, self-regulatory organizations, and the states in enforcement matters and examinations involving a variety of issues.
Ms. Grafton advises credit rating agencies on legislative and regulatory developments affecting their activities. She also counsels the firm's corporate clients on a variety of issues, including strategic investments in securities exchanges and broker-dealers, corporate buybacks, Regulations M and SHO, and other capital markets transactional issues.
Prior to joining Gibson Dunn, Ms. Grafton was Vice President and Associate General Counsel at Goldman, Sachs & Co. where she worked from 2000 to 2006. While at Goldman Sachs, she focused on sales and trading issues related to the equities markets, with a particular emphasis on electronic trading, market structure, institutional sales activities, and soft dollars. During this time, Ms. Grafton was an active member of various industry working groups formed to address market structure, self-regulation, and soft dollar and commission sharing arrangements.
Ms. Grafton began her career in what is now the SEC’s Division of Trading and Markets where she was active in the development and drafting of a number of significant rulemaking projects, including Regulation M and the creation of the process for approving “NRSROs.” She also provided interpretative advice on a wide range of issues, including broker-dealers’ underwriting, research, and trading activities; equity and debt tender and exchange offers; broker-dealers’ financial responsibility and reporting obligations; issuer buyback programs; and dividend reinvestment and stock purchase plans.
Ms. Grafton is the former Chair of the Subcommittee on Trading and Markets of the American Bar Association's Committee on the Federal Regulation of Securities and a member of the Association of Securities and Exchange Commission Alumni, 100 Women in Hedge Funds, and the Securities and Exchange Commission Historical Society. She received her LL.M. in Securities Regulation from Georgetown University Law Center and her J.D. from The Catholic University of America's Columbus School of Law.
Ms. Grafton is a member of the District of Columbia, State of New York and Commonwealth of Pennsylvania Bars.