Zachary Fallon, a former Senior Special Counsel at the US Securities and Exchange Commission, represents clients navigating the intersection of federal securities laws and innovative financial technologies.

Zachary draws on extensive practical legal and regulatory experience to guide companies, investors, intermediaries, and other market participants on:

  • Securities law compliance obligations and strategic considerations
  • Cryptocurrency-related matters
  • Financings, including smaller public offerings (e.g., Regulation A) and private venture capital and angel rounds
  • Securities law defense in SEC and state agency investigations
  • Emerging company issues
  • General corporate matters

While at the SEC, Zachary served as Special Advisor to the SEC’s General Counsel, Attorney Advisor in the Office of the General Counsel’s General Litigation and Administrative Practice’s group, Senior Counsel in the Office of Small Business Policy in the Division of Corporation Finance, and later Senior Special Counsel to the Director of the Division of Corporation Finance.

He led key SEC-wide internal investigations in the wake of the 2008 financial crisis and played an important role in many regulatory policy decisions following the JOBS Act’s adoption in 2012. He was the principal drafter of Regulation A and the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions, and participated in over a dozen SEC rulemaking efforts impacting securities issuers and intermediaries.

A recognized leader of the securities law bar, Zachary routinely works with and advises market participants on the implications of ongoing legislative and regulatory efforts in the financial technology sector. As part of these efforts, he frequently helps formulate policy and engages with policymakers on legislative and regulatory efforts, as well as presents as a thought leader on issues related securities laws and digital assets.

Before rejoining Latham, Zachary was co-founder and partner of a financial technology focused law firm, and founder of a crowdfunding marketplace.

Zachary’s experience includes advising:

  • A major cryptocurrency exchange on legislative and regulatory efforts, and defense of SEC investigative actions*
  • Jukebox Co. and its affiliated entities on launching a novel capital-raising platform and related offerings of royalty rights securities pursuant to Regulation A under the Securities Act*
  • Tools for Humanity Corp. on a novel, risk-mitigated global app, Orb, and digital asset-related launch strategy*
  • Provable Inc. (fka Aleo) on its US$200 million Series A financing for a Layer 1 zkp protocol launch with multiple institutional investors, including Softbank and Kora*

*Matter handled prior to joining Latham

Bar Qualification

  • California
  • District of Columbia

Education

  • JD, University of California, Berkeley, School of Law, 2006
  • MA, Guildford School of Acting, 1999
  • BFA, Trinity College, 1998