Ariadne M. Clinton

“I believe legal counsel should be strategic, practical and empowering – a driver of progress, not a constraint. My focus is on delivering clear, actionable solutions that help clients build, scale, and thrive in dynamic, regulated markets.”
Ariadne Clinton Spencer West Partner

Ariadne Clinton is a securities, fund, M&A and fintech regulatory counsel advising investment advisers, private fund sponsors and financial technology companies on U.S. regulatory and transactional matters. With over twenty years of experience, including as senior attorney in the SEC’s enforcement division and having held a position at Bank of America/Merrill Lynch, Ari’s practice sits at the intersection of financial institutions, regulation and market activity. She has represented clients before the SEC and FINRA, and other regulatory bodies, and has extensive experience across securities regulatory issues, private fund formation, cross-border transactions and fintech product launches.

Her practice focuses on the structuring, formation and ongoing operation of private investment funds, as well as advising clients on compliance with U.S. federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Investment Company Act of 1940. She regularly advises on fund formation, capital raising and investor negotiations, as well as regulatory strategy, product structuring and compliant go-to-market pathways for financial products and platforms.

Ari counsels U.S. and non-U.S. investment managers across a range of strategies, including venture capital, private equity, alternative investments and single-asset vehicles. Drawing on her extensive background in high-profile investigations at the SEC’s Enforcement Division, she works closely with registered and exempt reporting advisers on governance, operational matters and ongoing compliance, including regulatory examinations and best practices. Her work frequently involves cross-border matters, particularly for European-based managers and corporates seeking to access U.S. investors or navigate SEC registration and reporting requirements.

In addition to her fund and regulatory practice, Ari advises emerging companies and founders on corporate structuring, financings and strategic transactions. She has particular experience advising fintech and digital asset clients on product structuring, regulatory perimeter analysis and compliance frameworks, including digital payment solutions and tokenised asset structures. Her approach emphasises clear, commercially focused guidance that enables clients to launch and scale products, manage regulatory and enforcement risk and operate efficiently within complex regulatory environments. She recently represented a U.S.-based SaaS company in connection with the sale of a majority stake to a Netherlands-based strategic investor. Additionally, in the payments space, she supported the launch of Zelle’s wallet app Paze and regularly counsels clients on product structure and compliance obligations, taking a forward-thinking, progress-oriented approach balanced against risk mitigation.

Ari’s practice focuses on delivering senior-led, pragmatic advice with an emphasis on responsiveness, efficiency and practical execution.
Ari earned her J.D. from Georgetown University Law Center, cum laude, where she served as Editor-in-Chief of The American Criminal Law Review. She received her undergraduate degree from Georgetown University, cum laude, with a double major in Political Science and English Literature.

Representative Matters

  • Represented a registered investment adviser in the spin-off and formation of a private equity fund platform, including structuring the new management entity, advising on regulatory considerations and negotiating governance and economic arrangements among principals.
  • Advised a tokenised real-world asset platform on U.S. regulatory considerations, distribution strategy and disclosure framework in connection with its launch.
  • Structured a cross-border private fund offering to admit U.S. investors and advised on ongoing regulatory compliance and reporting obligations.
  • Advised on the regulatory aspects of a digital payment product launch, including analysis of applicable regulatory regimes and coordination with key financial institution partners.
  • Represented a U.S.-based technology company in the sale of a majority interest to a European strategic investor.