Nicholas J. Losurdo

Nick Losurdo advises financial institutions, public companies, startups, and investors on regulatory, policy, transactional, enforcement, and strategic matters. Nick recently served at the SEC as counsel to one of the commissioners. He approaches each engagement with the deep and diverse experience he has developed serving in high level roles in government, in-house, and private practice.

Nick counsels his clients in areas including:

• Broker-dealers, ATSs, equity and option exchanges, and investment advisers regarding rules and regulations of the SEC, FINRA, state regulators, equity and option exchanges, clearing organizations, and other SROs
• Technology and other companies, including in the areas of fintech, and blockchain/crypto/digital currency (such as compliance with federal and state regulations)
• Private equity and venture funds during strategic and financial acquisitions, dispositions, and restructurings

Before returning to Goodwin, Nick served at the SEC, where he was immersed in agency matters as counsel to one of the commissioners. While at the SEC, Nick advised the commissioner on a broad array of legal, policy and regulatory matters, including proposed and final rulemaking, interpretations and exemptive relief, and enforcement matters. Among other significant matters, Nick advised on rulemaking relating to Regulation Best Interest, Form CRS, and the investment adviser standard of conduct interpretation; changes to Regulation NMS in the area of market data and order handling disclosures and other market structure policy considerations; Title VII under the Dodd-Frank Act; and blockchain and digital assets.

Nick regularly assists clients in the following areas:

• Providing advice regarding compliance with FINRA rules, including in the areas of personnel registration and licensing, sales practices, trading and trade reporting, supervision, advertising, elder financial protection, new product diligence (including digital assets), and net capital and customer protection
• Assisting with responses to regulatory investigations, exams, and inquiries
• Registering new broker-dealers and guiding existing broker-dealers through changes of control and material business expansions
• Counseling issuers and placement agents in regard to securities offerings, both registered and exempt
• Developing trading, new product, and other rule filings for equity and option exchanges

Nick frequently interacts with the staff of the SEC, FINRA, and various other regulators, agencies, and SROs, including the MSRB, exchanges, OCC, and DTCC, including in the following areas:

• Lead regulatory counsel on several dozen successful transactions involving the purchase or sale of broker-dealers, exchanges, investment advisers, and other financial institutions. The targets in these transactions range from small, independent broker-dealers and RIAs to some of the largest firms in the U.S. and global exchange platforms
• Advising equity and option exchanges on several hundred rulemaking initiatives
• Registration of several new broker-dealers and ATSs including handling formation, FINRA membership, SEC registration, and ongoing compliance with applicable rules and regulations

Nick’s broker-dealer clients turn to him on a daily basis for practical guidance on a variety of topics, including Regulation Best Interest; order handling; trade execution (including Best Ex) and reporting (including swap reporting); the SEC’s “Market Access Rule” (Rule 15c3-5); Regulation NMS; market making; clearing; communications with the public and disclosures; net capital and other financial and operational matters; AML; cybersecurity; crowdfunding; fixed income matters (including markups/downs); suitability; new business initiatives (including FINRA Continuing Membership Applications); licensing, registration and compensation of personnel; supervision and WSPs; customer statements and confirms; offerings and underwriting; and internal inspections and annual audits.

Nick advises clients in relation to SEC and FINRA examinations, investigations, and enforcement actions.

Nick is a member of the American Bar Association, the Boston Bar Association, and the DC Bar Association.

Nick has served in high-level government, private practice, and in-house roles. Before returning to Goodwin, he served at the SEC as Counsel to one of the Commissioners. While at the SEC, he advised the Commissioner on a broad array of legal, policy and regulatory matters. Before joining the SEC, Nick was Counsel at Goodwin. Earlier, he was an associate at another global law firm, and before private practice, he was Counsel at an SEC-regulated options exchange, where he was responsible for a broad array of regulatory and corporate legal matters, and regularly worked closely with business and IT colleagues on new business initiatives and the exchange’s technology.

Nick has been recognized by Chambers USA in 2024 for his work in Financial Services Regulation: Broker Dealer (Compliance).

He also leads the Goodwin team that has been ranked in Tier 1 for Financial Services Regulation: Broker-Dealers by The Legal 500 United States.

Nick is a frequent speaker and writer on various issues facing the financial services and fintech industries and regularly shares updates on Goodwin’s FinReg + Policy Watch blog. He has been most recently recognized as a Top Author for Securities by JD Supra in its 2023 Readers Choice Awards.

• Contributor, “Trends in Regulation of Digital Assets,” White Paper, FTI Consulting and The Block, August 17, 2023
• Co-Author, “White House Crypto Framework Should Inform SEC Approach,” Law360, September 16, 2022

Speaking Engagements

Nick has served as:

• Moderator at the Fall 2024 SIFMA C&L Society Boston Forum
• A speaker at the National Organization of Investment Professionals Spring 2024 DC Conference discussing court challenges of SEC rulemaking
• A speaker at the 2024 SIFMA C&L Annual Seminar covering equity sales and trading topics, including the effects of recent SEC rulemaking
• Moderator at the SIFMA 2023 Market Structure Conference
• Moderator at the SIFMA 2023 Operations Conference
• Moderator at the Spring 2023 SIFMA Equity Market Structure Roundtable
• A moderator for the Boston Bar Association broker-dealer recordkeeping requirements webinar 
• A participant in the Fall 2022 SIFMA Equity Market Structure Roundtable
• A moderator on cryptocurrency, custody, and security during the 2022 Boston FinTech Week
• A speaker at a December 2021 panel on cryptocurrency and SEC regulation hosted by the Cato Institute
• Moderator for the keynote fireside chat with SEC Commissioner Roisman at the 2021 SIFMA Equity Market Structure Conference
• A speaker on SEC priorities at an October 2020 event hosted by the New York State Bar Association Business Law Section
• A panelist on broker-dealer exams and elder investor considerations at the NRS Spring 2021 Compliance Conference
• A speaker at the Fall 2020 Rosenblatt Securities Global Exchange Leader Conference
• A speaker at the 2020 National Conference of the National Society of Compliance Professionals
• A speaker at the NRS Fall 2020 Compliance Conference
• Moderator for the Regulatory, Risk, and Capital Panel at the 2020 SIFMA Listed Options Symposium
• A speaker on cryptocurrency and financial services during the SIFMA C&L Society Boston Regional Seminar
• A speaker on cryptocurrency and financial services during the Boston Bar Association Privacy and Cybersecurity Conference
• A speaker on cryptocurrency, stable coins, and related regulation during the 2018 Boston FinTech Week
• A speaker on cryptocurrency and financial services during the NRS Spring 2018 Compliance Conference
• A speaker on cryptocurrency and blockchain technology at an event hosted by the Indian Institutes of Technology Association of Greater New England
• A speaker and moderator for the “Blockchain and Cryptocurrency Forum” presented by the Boston Bar Association
• Moderator for a brokerage industry panel during the Elder Financial Protection Seminar for Legal and Compliance Personnel, hosted by Goodwin and co-sponsored by SIFMA and Massachusetts Bankers Association
• A panelist for “Fundamentals of a Financial Services Legal Practice” presented by the Boston Bar Association