Justin L. Browder

Partner

Washington
Willkie Farr & Gallagher LLP
1875 K Street, N.W.
Washington, DC 20006-1238
T 202 303 1264
F 202 303 2264
jbrowderwillkie.com

Justin L. Browder is a partner in Willkie's Asset Management Group based out of the Washington office. Justin concentrates his practice on counseling investment advisers, investment funds, and broker-dealers 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 and sponsors of digital asset and blockchain-based investment platforms. A central component of his practice involves representing investment advisers and broker-dealers in regulatory examinations and enforcement proceedings.

In addition, Justin's experience includes: advising registered investment companies, their advisers and boards of directors as to compliance with the Investment Advisers Act of 1940 and the Investment Company Act of 1940; counseling 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 (2021), where he is commended for his “significant experience advising asset managers on regulatory and operational issues, as well as federal securities matters.”

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.

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Justin L. Browder is a partner in Willkie's Asset Management Group based out of the Washington office. Justin concentrates his practice on counseling investment advisers, investment funds, and broker-dealers 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 and sponsors of digital asset and blockchain-based investment platforms. A central component of his practice involves representing investment advisers and broker-dealers in regulatory examinations and enforcement proceedings.

In addition, Justin's experience includes: advising registered investment companies, their advisers and boards of directors as to compliance with the Investment Advisers Act of 1940 and the Investment Company Act of 1940; counseling 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 (2021), where he is commended for his “significant experience advising asset managers on regulatory and operational issues, as well as federal securities matters.”

Prior Experience

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 Publications and Lectures

Selected Speaking Engagements

  • 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 

  • 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).

Publications / News / Events

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