K. Susan Grafton is of counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher where she focuses her practice on advising broker-dealers and investment managers on their business, regulatory, and compliance issues.

Ms. Grafton has worked with clients from start-up to launch, including assisting with the broker-dealer and investment adviser registration processes and counseling them on related structural, supervisory, and 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, Regulations M, ATS, NMS, and SHO, electronic order routing, books and records requirements, and OATS and various transaction-reporting rules.

Ms. Grafton has worked closely with clients to develop and conduct in-house-training on a variety of topics, including managing conflicts of interest, preventing the misuse of material nonpublic information, electronic communications, avoidance of "group" designations, and preparing for regulatory examinations.   

In addition, Ms. Grafton counsels the firm's corporate clients on a variety of issues, including strategic investments in securities exchanges and broker-dealers, 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.

Prior to her tenure at Goldman Sachs, Ms. Grafton practiced with Fried, Frank, Harris, Shriver & Jacobson from 1997 to 2000, where she advised broker-dealers, investment managers and issuers on a variety of topics, including regulatory compliance, capital markets issues, and market structure.

From 1987 to 1996, Ms. Grafton served with the SEC in various capacities, including Special Counsel with the Office of Risk Management and Control, Senior Counsel with the Office of Trading Practices and Special Counsel with the Office of Capital Markets and Financial Responsibility.  While at the SEC, Ms. Grafton 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 equity and debt tender and exchange offers, issuer buyback programs and dividend reinvestment and stock purchase plans, and broker-dealers' underwriting, research and trading activities as well as their financial responsibility and reporting obligations; and issuer buyback programs and dividend reinvestment and stock purchase plans.

Ms. Grafton is Chair of the Subcommittee on Market Regulation 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 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.