Gary J. Ross
Managing Partner
Education
Northwestern University (J.D. 2004)
University of Miami (B.A. 1994)
Admissions
New York
Georgia
District of Columbia
Academic Credentials
Adjunct Professor, Brooklyn Law School (2018 – 2022)
- Transactional Skills for Startups: Doing the Deal
Adjunct Professor, Seton Hall University School of Law, Master of Science in Jurisprudence Program (2016 – 2017)
- Introduction to Corporate Law
- Introduction to Corporate Finance
- Regulating Depository Banks
- Regulating Broker-Dealers
Affiliations
Co-Chair, Funds Subcommittee, Private Equity and Venture Capital Committee, American Bar Association Business Law Section *
Chair, Small Business Issuers, Federal Regulation of Securities, American Bar Association Business Law Section *
Chair, Securities Regulation Subcommittee, Middle-Market and Small Business Committee, American Bar Association Business Law Section *
Securities Regulation Committee,
New York City Bar Association
Capital Markets Editorial Board, Law360
Law Committee, New York Athletic Club *
Treasurer, University of Miami Washington DC Alumni Club
* Indicates a current affiliation
Gary J. Ross is a leading securities law practitioner who focuses his practice on facilitating private offerings of securities and on forming and advising private equity and venture capital funds.
Gary represents domestic and international investment funds in the U.S., South Asia, and Africa. He has represented fund sponsors across the spectrum in the formation and management of private funds, from well-known, large-dollar VC firms to smaller VCs forming seed and early-stage micro-funds and SPVs. He also frequently represents investors in funds. Most of Gary’s fund-related clients are focused on investing in the tech sector.
In addition to his fund practice, Gary advises emerging growth companies (and other sellers/purchasers) as to a wide variety of securities registration exemptions, for both primary offerings of securities and secondary purchases. He has guided clients through successful offerings conducted under Regulation D, Regulation A, and Regulation Crowdfunding, as well as selling or purchasing securities pursuant to Rule 144, Section 4(a)(1 ½), and Section 4(a)(7). Gary is deeply knowledgeable as to the rules and regulations relating to exempt transactions. His experience includes testifying in court as an expert on securities law matters.
Gary is co-chair of the annual ALI-CLE Regulation D Offerings and Private Placements program, widely regarded as the gold standard of Reg D programs. (He invites you to join him and the rest of the faculty next Spring in Scottsdale, Arizona.)
Gary is the creator and host of the American Bar Association podcast series VC Law, which can be accessed on Spotify and through the ABA’s website. Gary is active in the Business Law Section of the ABA, and has participated in the drafting for several of the ABA’s comment letters to the SEC regarding various proposed rules or requests for comments. He is on the ABA Business Law Section’s Programs Board and is the current ABA Editorial Board Producer for Securities Law.
Prior to founding RLG predecessor firm Jackson Ross PLLC in 2013, Gary worked in the Capital Markets practice group at Sidley Austin LLP and the Corporate Transactions & Securities group at Alston & Bird LLP. From 2009 to 2012, Gary served in the U.S. Department of the Treasury, where he oversaw contractors and financial agents engaged by Treasury to provide asset management, advisory, and other services relating to the Troubled Asset Relief Program (TARP).
Gary was an adjunct professor at Brooklyn Law School for five years, has lectured at institutions such as the World Bank and schools such as Northwestern University School of Law, Columbia University School of International and Public Affairs, Fordham University School of Law, Penn State Dickinson Law and The New School, and frequently teaches Continuing Legal Education programs on various aspects of securities laws. He has been quoted in articles in Law360, MarketWatch, Corporate Counsel, Bloomberg Businessweek, The New York Times and the Associated Press.
Gary has also served as a consultant (Senior Legal Counsel) to the World Bank. Gary has advised the World Bank as to legal issues regarding venture capital, generally involving proposed legislation or plans for VC-type projects in developing countries.
Prior to attending law school, Gary waited tables & bartended for five years, and then spent two years as a social worker with the Tennessee Department of Human Services.
Gary is a marathon runner and a New York Jets season ticket holder. Both of these pastimes bring him a lot of pain for only a few moments of pleasure.
“What to Expect from the New Administration: What Business Lawyers Need to Know,” ABA Business Law Today, April 2025
Offerings of Securities Under Regulation A, Regulation Crowdfunding, and the Intrastate Exemptions (Rule 147 and 147A), Chapter 3 of Securities Law Techniques, published by LexisNexis (2024)
“Comparing Crowdfunding Instruments: Common Stock, Preferred Stock, Convertible Notes and SAFEs,” Practice Note, Lexis Practice Advisor: Private Equity, April 16, 2024 (updated annually since 2016)
“Commission Expands Definition of ‘Accredited Investor’,” Annual Review of Federal Securities Regulation, The Business Lawyer, American Bar Association, Vol. 76, No. 2, Summer 2021
“Registered Investment Advisers and Exempt Reporting Advisers: A Compliance Analysis,” co-authored with Mary C. Nistico, Bloomberg Law, September 2018
“Registered Investment Adviser vs. Exempt Reporting Adviser,” co-authored with Andrew J. Silvia, Bloomberg Law, August 2018
“Munchee and its Repercussions in the ICO World,” Bloomberg Law, December 28, 2017
“Hidden Liabilities: The Role of Compliance in M&A Risk Management,” co-authored with Mary C. Nistico, Compliance & Ethics Professional, April 2017
“Mounting Oversight: The Rising Compliance Burden of the Third-Party Service Provider,” co-authored with Mary C. Nistico, Banking & Financial Services Policy Report, February 2017
“Registration and Compliance for ‘Exempt Reporting Advisers’,” co-authored with Kevin C. McNiff, ABA Business Law Today, October 2016
“Law Dept. 101: How To Change the Corporate Name,” Inside Counsel, March 22, 2016
“Small Business Capital Raises: Legal, Practical, and Market Factors,” ABA Business Law Today, December 2015
“SEC Proposes Rules for General Solicitation and Advertising in Private Securities Offerings,” Alston & Bird LLP Securities Law Advisory, September 5, 2012
“SEC Releases Final Conflict Minerals Rule,” Alston & Bird LLP Securities Law Advisory, August 24, 2012
“JOBS Act Aims to Jumpstart Capital Formation,” Alston & Bird LLP Securities Law Advisory, April 5, 2012
“Form D Deep-dive,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Phoenix AZ, April 25, 2025
“Resales of Restricted Securities: Rule 144; Section 4(a)(1½); Section 4(a)(7); Offshore Resales,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Phoenix AZ, April 25, 2025
“Curing a Defective Regulation D Offering; Rescission Offers,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Phoenix AZ, April 25, 2025
“What to Expect from the New Administration: What Business Lawyers Need to Know,” Showcase CLE presentation at the American Bar Association Business Law Section Spring Meeting (moderator and co-presenter), New Orleans LA, April 24, 2025
“Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities,” CLE webinar for Strafford, March 26, 2025
“Navigating Securities Law Issues Regarding Separately Managed Accounts (SMAs),” CLE webinar for the American Bar Association, February 25, 2025
“SAFEs for Startup Financing: Benefits, Risks, Processes,” CLE webinar for Strafford, December 4, 2024
“Setting Up 3(c)(1) and 3(c)(7) Parallel Funds: Why To Do It, When To Do It and How To Do It,” co-presenter with Matthew L. Winkel, CLE webinar for Lawline, December 2, 2024
“Using AI in Your Corporate Practice,” CLE webinar for American Law Institute, November 20, 2024
“Fiduciary Obligations of Investment Advisers: Recent Rulemaking and other Advanced Issues,” CLE webinar for the American Bar Association (moderator), July 16, 2024
“Unregistered Securities Offerings: Choosing the Appropriate Exemption; Documents and Disclosures; Recent Trends,” CLE webinar for Strafford, May 28, 2024
Entoro Reg A+ & CF Workshop, speaker on legal panel, Houston TX, May 3, 2024
“Resales of Restricted Securities: Rule 144, Section 4(a)(1½) and Section 4(a)(7),” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Scottsdale AZ, March 15, 2024
“Offerings to Accredited Investors,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Scottsdale AZ, March 15, 2024
“Offerings to Unaccredited Investors,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Scottsdale AZ, March 14, 2024
“Basics of Broker-Dealer Regulation,” CLE webinar for the American Bar Association (moderator), January 18, 2024
“Getting Your Crypto Fund Started Right,” co-presenter with Patrick Colegrave of Forbes Hare and Chris Meader of Formidium, webinar, January 10, 2024
“End-of-Year VC Fund Operations and Legal Review,” RLG webinar with Graph Advisors, November 30, 2023
“Private Placements: 10 Things to Know,” CLE presentation for the American Law Institute, November 13, 2023
“How Will the SEC’s New Private Fund Rules Practically Impact My Advisory Firm?” RLG CLE webinar with Brightstar Law, November 1, 2023
“Obuntu Launchpad Fellowship: Fund Structuring 101,” co-presenter with Matthew L. Winkel and Blessing Adeyeye, webinar for Obuntu Launchpad program, October 23, 2023
“Perspectives on Cutting-Edge Issues in Venture Capital and Private Equity,” CLE presentation at the American Bar Association Business Law Section Annual Meeting, Chicago IL, September 8, 2023
“Best Practices for Dual Listing Stock in the U.S. and in Canada,” CLE webinar for the American Bar Association (moderator), August 24, 2023
“Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities,” CLE webinar for Strafford, August 15, 2023
“Overview of the Investment Company and Investment Advisers Acts,” CLE presentation for Quimbee, August 11, 2023
“What You Need to Know About Advising Startup Companies from Foundation to Exit,” CLE presentation for Lawline, April 24, 2023
“Nigerian and United States Regulatory Requirement for FinTechs,” co-presenter with Seun Timi-Koleolu of Pavestones Legal, webinar for Mondaq, April 19, 2023
“The Mechanics of an Exempt Offering,” CLE presentation for American Law Institute CLE conference Regulation D Offerings and Private Placements, Scottsdale AZ, March 17, 2023
“ABCs of IPOs: Guide for Issuer’s Counsel,” CLE webinar for the American Bar Association, February 23, 2023
“Obuntu Launchpad: Fund Structuring 101 w/ Gary J. Ross,” webinar for Obuntu Launchpad program, February 1, 2023
“How to Start Your Crypto Fund the Right Way,” co-presenter with Patrick Colegrave of Forbes Hare and Chris Meader of Formidium, webinar, November 15, 2022
“Reg A and Reg D: Evolving Securities Exemptions for Private Offerings,” CLE webinar for Strafford, October 4, 2022
“Business Law Essentials – Securities Law Compliance in Capital Raising by Early Stage and Other Private Businesses,” CLE presentation at the American Bar Association Business Law Section Annual Meeting, Washington DC, September 16, 2022
“Investing in Digital Assets: Funds, SPVs, and Retail Investments,” CLE presentation for the Washington State Bar Association event The Future of Finance is Now, May 24, 2022
“Monetizing Participation in Angel Funds,” presentation at the American Bar Association Business Law Section Spring Meeting, Atlanta GA, March 31, 2022
“Securities Law Presentation,” webinar for Catalyst Fund Inclusive Digital Commerce K2 Workshop, February 18, 2022
“The Regulation A+ Alternative (to Reg D or an IPO),” CLE presentation at the American Bar Association Business Law Section Virtual Spring Meeting, April 22, 2021
“WallStreetBets’ Gaming of GameStop Stock – What Happened and Is It Legal?” CLE presentation for Lawline, March 11, 2021
“Resales of Restricted Securities in Privately-Held Companies,” CLE webinar for the American Bar Association, February 26, 2021
“Venture Capital Funds: Formation, Terms, Issues Encountered, and Other Practice Tips for Counsel,” co-presenter with Gregory A. Hartmann, CLE presentation for the National Academy of Continuing Legal Education, October 21, 2020
“Capital Formation in the COVID-19 Era?” CLE webinar for the American Bar Association, August 10, 2020
“What You Need to Know About Advising Startup Companies from Foundation to Exit,” CLE presentation for Lawline, April 9, 2020
“Exporting to or Doing Business in the United States,” presentation at the World Bank, Washington DC, February 12-13, 2020
“Issues to Anticipate When Exporting to the United States,” presentation for Mongol Brand Association at Mongolian National Chamber of Commerce and Industry, Ulaanbaatar, Mongolia, November 20, 2019
“Intersection of Cryptocurrency & Securities Law,” CLE presentation for Lawline, October 3, 2019
“Venture Exchanges: Providing Liquidity for Small Cap Companies?” CLE webinar for the American Bar Association, July 30, 2019
“Contracts: Essential Elements,” CLE presentation for ACE Seminars, May 22, 2019
“Program: Venture Exchanges: Providing Liquidity to Small Cap Companies?” presentation at the American Bar Association Business Law Section Spring Meeting, Vancouver, British Columbia, March 28, 2019
“The Morning Show” panelist on venture capital in Nigeria, Arise News, Lagos, Nigeria, Oct. 28, 2018
“Just Do It,” speaker at Startup Grind, Lagos, Nigeria, October 26, 2018
“Tech Meets Entertainment Summit,” speaker, Lagos, Nigeria, October 25, 2018
“Latest in ICO & STO regulations,” panel discussion at Supercharge Blockchain ICO & STO Networking, New York NY, October 3, 2018
“Blockchain-N-Regulation,” panel discussion at Annual Blockchain & Crypto Investor Conference (moderator), New York NY, September 26, 2018
“How Regulation Could Help Cryptocurrencies Grow,” panel discussion at Blockchain Without Borders Token Expo, New York NY, August 30, 2018
“The Challenges of the Legal and Compliance Environment,” panel discussion at 2018 Crypto Hedge Fund Summit, New York NY, July 27, 2018
“Blockchain and Cryptocurrency Regulations in the U.S. and Abroad,” panel discussion at Crypto Funding Summit: Security Tokens & ICOs (moderator), New York NY, July 25, 2018
“Legal Issues in Startup Financing,” presentation for Northwestern Alumni Association Career Webinar Series, May 30, 2018
“The Evolving Regulatory Landscape in Blockchain, Cryptocurrencies and ICOs,” presentation at Citi Executive Client Center, New York NY, May 23, 2018
“The Past, Present, and (Possible) Future of ICO Regulation,” presentation at Mayfair 101 ICO Conference New York City, May 20, 2018
“The Basics of Private Equity Fund Formation,” presentation at the American Bar Association Business Law Section Spring Meeting, Orlando FL, April 14, 2018
“Legal Issues in Startup Financing,” co-presented with Arina Shulga, CLE presentation for Clear Law Institute, February 13, 2018
“ICO Regulation,” New York 2018 Fintech World Conference, Harvard Club, New York NY, Feb. 7, 2018
“Bitcoin Investment Strategies and Regulations,” BCI Summit, January 31, 2018
“ICO vs VC. A New Era of Investments. Positive Effects and Challenges,” panel discussion at Starta Accelerator / V Startup Agency Blockchain Conference and Demo Day, New York NY, December 15, 2017
“What is Blockchain?”, CLE presentation at Pace Law School, New York NY, November 30, 2017
“Are ICOs Risky Business?”, panel discussion at the 2017 Fintech World Workshop Series: The Rise of Digital Money, National Press Club, Washington DC, November 6, 2017
“Securities Law for the Non-Securities Attorney,” CLE presentation for Lawline, October 12, 2017
“Securities Law for the Non-Securities Lawyer,” CLE webinar for the American Bar Association, September 28, 2017
“Can Regulators Keep Up with the Rise of ICOs?”, ICOnference NYC 2017, September 22, 2017
“Fundamentals of Crowdfunding: An Introduction for Non-Securities Lawyers,” CLE presentation at the Annual Conference for The National LGBT Bar Association, San Francisco CA, August 3, 2017
“Legal Issues in Startup Financing,” CLE presentation for Clear Law Institute, July 17, 2017
“Securities Law for the Non-Securities Lawyer,” CLE presentation at the American Bar Association Business Law Section Spring Meeting, New Orleans LA, April 6, 2017
“Federal Securities Law Issues Relating to Equity Investment Platforms,” co-presented with Arina Shulga, CLE presentation for Lawline, March 21, 2017
“Crowdfunding with SeedInvest & Gary Ross,” presentation for Serval Ventures at Microsoft Flagship Store, New York NY, June 1, 2016
“Securities Law for Non-Securities Attorneys: New Developments,” CLE presentation for Clear Law Institute, March 2, 2016
“Ethics & the SmallLaw Practitioner Update,” CLE presentation for Lawline, February 27, 2016
“The Big Short Explained: Legal Reasoning and Repercussions,” CLE presentation for Lawline, February 18, 2016
“What You Need To Know About the 1940 Act(s),” CLE presentation for West LegalEdcenter, February 16, 2016
“Ethics: Concerns for the Solo and Small Firm Practitioner,” CLE presentation for Access MCLE, February 4, 2016
“Securities Law for Non-Securities Attorneys: New Developments,” CLE presentation for Clear Law Institute, November 18, 2015
“Legal Issues in the Various Stages of Startup Financing,” CLE presentation for Lawline, October 26, 2015
“Legal Issues for Startups,” CLE presentation for West LegalEdcenter, September 30, 2015
“Securities Law for the Non-Securities Attorney,” CLE presentation for Lawline, June 30, 2015
“Starting up Smart! Phase 3: Legal Tips for Fundraising Success,” presentation at General Assembly, New York NY, June 10, 2015
“Ethics and the SmallLaw Practitioner,” CLE presentation for Lawline, April 23, 2015
“Building an Effective Framework to Combat Individual and Organizational Conflict of Interest,” webinar for MetricStream, June 4, 2014