Justin L. Browder is a partner in Willkie's Asset Management Department and Co-Chair of the Willkie Digital Works practice. Justin concentrates his practice on counseling investment advisers, private and registered investment funds, broker-dealers, and digital asset ecosystems and market participants concerning all aspects of the federal securities laws. He has substantial experience providing ongoing regulatory and operational advice to managers of private funds (including hedge funds, private equity funds and venture capital funds), sponsors of wealth management and separately managed account programs (including robo-advisory and other automated investment programs), and digital asset investors, entrepreneurs, investment platforms, and exchanges. A central component of his practice involves representing investment advisers, investment funds, and broker-dealers in regulatory examinations and enforcement proceedings.

In addition, Justin's experience includes advising private equity sponsors and strategic investors concerning mergers, acquisitions, and spin-outs of asset management businesses and advising alternative asset managers as to fund formation matters.

Justin has been recognized as a leading lawyer in the Investment Funds: Regulatory & Compliance category by Chambers USA, Band 2 (2024, 2023, 2022, 2021) and Chambers Global (USA), Band 2 (2024, 2023, 2022), where he is commended for his “significant experience advising asset managers on regulatory and operational issues, as well as federal securities matters.” He is also a recommended lawyer in Finance: Fintech by Legal 500 US (2023, 2022).

Justin is the co-author, along with James Anderson, of Investment Advisers: Law and Compliance, a treatise on the regulation of asset managers, published by Lexis Nexis/Matthew Bender. He also serves as Secretary of the New York City Bar Association's Committee on Investment Management Regulation.

Continue Reading


Prior to joining Willkie, Justin was an associate at international law firms in Washington and New York City and served as Assistant General Counsel at Och-Ziff Capital Management Group, a large multi-strategy alternative asset manager based in New York.

At Och-Ziff, Justin focused on regulatory and enterprise risk issues and counseled investment teams on trade execution, deal structuring, Rule 10b-5 compliance and other regulatory matters. 

Selected Speaking Engagements

  • Compliance: PFAR Isn’t the Only Thing on the List  Panelist, New York, NY (April 2024)
  • Blockworks Digital Asset Summit 2024, The Institutionalization of Crypto – Panelist, London, England (March 2024)
  • Duke University Web3 Conference, DeFi Regulation – Panelist, Durham, NC (April 2023)
  • Practising Law Institute, Twenty-Fourth Annual Private Equity Forum, SEC Regulatory Developments in the Private Equity Industry – Panelist, New York, NY (April 2023)
  • Futures Industry Association, The Future of U.S. Crypto Legislation (July 2022)
  • Practising Law Institute, Understanding the Securities Laws 2022, Digital Assets Under the Securities Laws and Beyond – Panelist, New York, NY (July 2022)
  • Practising Law Institute, Twenty-Third Annual Private Equity Forum, The New SEC Marketing Rule – Panelist, New York, NY (April 2022)
  • Managed Funds Association, MFA Seminar Series, Custody and Execution of Digital Assets (February 2022)
  • Managed Funds Association, General Counsel Forum, Federal Securities Regulation of Digital Assets (January 2022)
  • Managed Funds Association, Chief Compliance Officer Forum, Digital Assets & Personal Trading Restrictions (December 2021)
  • ACA Group Spring Conference: "Decentralized Finance (DeFi), Crypto and Innovation" – Panelist (May 2021)
  • Strafford CLE: "Private Equity Compliance Update: Conflicts of Interest, Fees and Expenses, Nonpublic Information, and the New Marketing Rule” – Panelist (February 2021)
  • ACA Compliance Spring Conference: “Form ADV: Regulation BI and Form CRS” – Panelist (May 2020)
  • Ascendant Compliance Management Fall Conference: "Mining Advisory Business Operations for Custody" – Panelist, San Diego, CA (October 2018)
  • ACA Compliance Spring Conference: "Anatomy of an SEC Examination" – Panelist, Amelia Island, FL (May 2018)
  • Ascendant Compliance Management Fall Conference: "Supervising Branch Offices" – Panelist, Napa, CA (October 2017)
  • ACA Compliance Spring Conference: "Mutual Funds - Distribution in Guise" – Panelist, Miami, FL (April 2015)

Selected Publications 

  • CFTC Brings First-of-its-Kind Lawsuit Against a Decentralized Autonomous Organization, Futures and Derivatives Law Report (April 2023) (co-author)
  • Foundational Principles for US Crypto Asset Regulation, International Financial Law Review (Feb. 17, 2022) (co-author with J. Christopher Giancarlo)
  • DOJ Issues Cryptocurrency Enforcement Framework, NYU School of Law Program on Corporate Compliance and Enforcement (November 2020) (co-author).
  • Investment Advisers: Law and Compliance, Lexis Nexis/Matthew Bender (co-author).
  • SEC Enforcement Against Private Equity Firms in 2018: Year in Review, The Investment Lawyer, Vol. 26, No. 5 (May 1, 2019) (co-author).
  • SEC Enforcement Director Reviews Focus on Private Equity, The Investment Lawyer, Vol. 23, No.8 (Aug. 1, 2016) (co-author).
  • Valuation Practices, The US Private Equity Fund Compliance Guide, Vol. III (2015) (co-author with James Anderson).
  • Asset Managers and the Regulatory Debate Over Systemic Risk, Rev. of Sec. and Comm. Reg., Vol. XLVIII, No. 16, pp. 205-17 (Sept. 23, 2015) (co-author with James Burns).
  • Represented Franklin Templeton Investments in its acquisitions of:
    • Legg Mason;
    • Lexington Partners;
    • Putnam Investments; and 
    • BNY Alcentra Group
  • Represented Victory Capital Management in its acquisitions of:
    • WestEnd Advisors;
    • New Energy Capital Partners
  • Represented Man Group in its acquisition of Varagon Capital Partners
  • Represented Westwood Holdings in its acquisition of Salient Partners’ asset management business
  • eToro Group in its acquisition of options trading platform Gatsby



University of Miami School of Law, J.D. (magna cum laude), 2009 Duke University, A.B., 2006

Bar Admissions

District of Columbia, 2013 New York, 2010