The Real Lawyer: Ryne Miller (Part 2)

In this episode, Ryne Miller discusses the evolution of his career, highlighting his work in commodities, derivatives, and cryptocurrency regulation. He reflects on his time at the Commodity Futures Trading Commission (CFTC), contributing to Dodd-Frank regulations post-2008 crisis, and his transition to Sullivan & Cromwell working with high-profile clients. Ryne also shares his experience as in-house counsel at FTX, where he helped build a legal framework for the growing crypto business, discussing the opportunities, challenges, and eventual fallout from the FTX experience.

Transcript

Joyce Sophia Xu (00:03.406)
Welcome back to the Real Lawyer podcast. I'm Joyce Sophia Hsu, and you're joining us today for part two of my conversation with Ryan Miller. In this episode, I talked to Ryan about how his career has evolved over the years. Ryan shares the thought process behind many of his key career decisions.

And he also shares how he's honed his skills and made a name for himself as a top legal expert on commodities and futures, particularly in the crypto industry. I hope you enjoy. Now, Ryan, tell me more about what happened after law school. Did you know during law school that you wanted to be a regulatory lawyer or was that something that developed later down the road?

I enjoy markets and the idea of markets, the idea of buyers and sellers coming together, negotiating to prices, transactions happening, there being an idea that something is worth what the market will pay for it. that probably comes from, I mean, even as a kid, looking at stock prices in the newspaper, after I would read the sports statistics, I liked the numbers, I liked to see how they moved. And no one in my family was in financial markets, but...

even as an undergraduate in the economics program, I really enjoyed learning about markets and how they work, the theories behind why sometimes numbers go up, numbers go down, whatever. And then when I went to law school, litigation was, again, interesting. I actually clerked for a year before I went to the CFTC. I clerked for a federal judge in Oklahoma. And I value the litigation process. was not...

where I felt drawn to. mean, I was thankful to have gotten the clerkship. It was right after the financial crisis. There was really nowhere else to work. And fortunately, the judge had an opening and he and I got along great. was one of my great mentors. Lots of research and writing, I didn't, mean, the idea of motions and summary judgments, the whole litigation process was not where I thought my talent best lied. And I continued.

Joyce Sophia Xu (02:19.424)
I one practice I have even to today is I read the Wall Street Journal, Bloomberg, different parts of the New York Times, usually the market sections. And as I started reading about this world of trading firms, banks, the player that I hadn't anticipated I would run into in all these articles was the regulators, whether it's CFTC, SEC, or whoever else. And so when I finally decided that I wanted to get to either New York or Washington, DC and get a job there,

I just applied to every financial services regulator in Washington DC that had an opening. This was 2010. And for some reason, the CFTC picked up my resume and had me out for an interview. And that was the beginning, I think, of becoming a regulatory lawyer. I had this interest in markets. I had read about markets in all the newspapers I could find. And this recurring character was the government. And so...

you know, the best way for me. I wanted to end up at a law firm where I was advising and working with financial clients. It seemed the best path there was probably through something in Washington. And thankfully for me, it ended up being the CFTC. And after a couple years there, the chairman at the time was a man named Gary Gensler. And he's still around. If you follow financial markets, he's now the chairman of the SEC. But at that time, he had

a lawyer that was working for him and that lawyer left to go to a new job and I was then asked to come be legal counsel to the chairman and so I was in my twenties, probably my later twenties, I can't remember exactly.

Well, that must have been a really exciting opportunity. How exactly did it happen? Were you sitting at your desk one day at the CFTC and then someone just walked in the door to offer you the job? Boy, this is many years ago now. Well, during that time, the CFTC had been tasked with writing a lot of rules under a statute called Dodd-Frank. Some may know, some may not know Dodd-Frank introduced a bunch of new rules and regulations for financial markets and participants.

Joyce Sophia Xu (04:32.726)
And so the CFTC had been writing all these rules. I'd been working with my colleagues on proposed rules, on final rules, and we had spent a lot of time with the chairman and the different commissioners in reviewing all of these drafts, getting things voted out for the public to review and getting rules finalized, and had interacted with the chairman many times over the course of a year and a half. And then when he had the opening in his office, he called me up.

i wouldn't set down his office is sort of like getting called the principal's office i was like why why is chairman calling results i asked my boss the time i was you know you know i had a a boss in the division that i was working in that the chief counsel of our division i said is it okay that i go up there like it am i in trouble he said i he said i have no idea why he wants to talk to you but you should go and so i go up there and i sit down and he describes to me that he has an opening and he says he units it's sort of an interview but i think he's sort of made up his mind that

you know, because I was already at the agency and he knew the way I worked, he said he'd like me to join him in his office as one of his legal counsel. And so it was pretty short and sweet. It took about a day and I just, in the mornings, I would go to a different office instead of going to the office I'd been going to for two years, I started going up to the chairman's floor. Well, so just like that, you became the legal counsel to the head of the CFTC. That's pretty impressive, especially for someone who's just

in his 20s. I mean, you make it sound so easy, right? But I'm sure it wasn't that easy. I'm sure it took a lot of hard work to earn that recognition. And you were there during a very critical period for the agency too. It was on the heels of the 2008 financial crisis and the CFTC was really the agency that was responsible for rewriting much of the derivatives regulations. and they were

You know, you were in the middle of all of that, reshaping the regulatory landscape of our industry. So tell me more about what that experience was like. So CFTC, the agency had a couple hundred lawyers focused on this specific set of rule writings. And when I was able to move into the chairman's office, I got to interact with all the different teams and all of the different work streams. so, substantively, I learned a ton in that time period.

Joyce Sophia Xu (06:55.062)
And the other benefit or upshot of it was getting to interact with the industry as well. When you're in a government agency and you're doing all sorts of new rules, new guidance, the industry cares very much about it. So they come in and they speak with you and they have conversations about, you know, how, which rules might work, which rules have issues in them that are going to cause major problems. And not only did I get a bunch of relationships and network building through that, but I also learned a lot about the business side of the derivatives industry.

not just the regulatory side. So it was a nice postgraduate degree in becoming a derivatives lawyer. I like that postgraduate degree. That's a really nice way to put it. And that's really the best kind of real hands-on experience to have. So with all of this postdoc education, you then joined the law firm of Sullivan and Cromwell. So tell me more about that transition.

I had gone to NYU to get an LLM and certainly applied to every law firm I could imagine coming out of the LLM program and didn't have any luck. It was right on the cusp of the financial crisis. But I had sort of determined that someday I was going to find a way to work at a big New York law firm. just I thought that was an experience I needed to have. And the ability to work with the CFTC chairman in his office as legal counsel.

gave me that perspective and network to start to pursue something else. there was an end period to my time with the chairman. Like the time was going to end and I was gonna have to go to my next thing. That's how many of those government roles work. And so as that came, I started reaching out to a few law firms. And I'll be honest, SNC I had interacted with, I think one of my classes at NYU, there was a guest professor.

from Sullivan and Cromwell, who ended up being the person I worked a lot with. And then I had interacted with them some when I was at the CFTC. They invited me up for an interview and it worked out. They said, look, we have room for an associate. We're not looking for some senior position, but this particular year of our associates, we have an opening. And they offered me to join that year of associates. And that was the beginning of what became eight or nine years at Sullivan and Cromwell.

Joyce Sophia Xu (09:18.006)
And I joined in there what's called their commodities futures and derivatives practice, which makes sense. I've been at the CFTC before that. it started when I joined, we were focused very much on a combination of banks, hedge funds, trading firms, and some traditional commodities firms as well. And then over time, we started to add in a digital assets practice as more and more of that industry grew and became populated with what I'll call sophisticated trading firms.

And how was that transition? Were there a lot of adjustments that you had to make going from the government to private practice? I think yes. It was, you was a large downtown New York law firm. There was hundreds of lawyers there, all these hyper motivated people, very talented people. And the clients were working on, know, just like at Davis Polk, pick a firm, the clients were working on

issues you read about in the paper every day. It was intense questions with high value, high value consequences on the answers and you were pushed to really be the best lawyer you could be and there was, the perfect was the enemy of the good in that type of environment. And so I grew a lot, again, both of my substantive skillset but also my ability to manage projects, to work with teams.

I liked the big law firm environment. I did not have the experience where I was on a bunch of deals, where I would spend all nights in the office. Certainly experienced that a couple of times, but that wasn't my day to day. And so while it was more hours than working in the government, it wasn't so much more. And we didn't have kids yet, and so we had the time to do it. I don't know. I valued, particularly those early years, learning how to work inside of the big firm environment.

Well, that actually does sound like a fairly smooth transition and mostly painless, I must say. Good for you. So after a few years at SNC, you then made partner, which is a huge deal. So tell us more about what it was like making partner there. So it's a process. It's long. you sort of, I think every firm does it.

Joyce Sophia Xu (11:46.584)
kind of the same way, but also entirely differently. So I don't know how my experience maps onto anyone else's, but you certainly have some indication that you're being reviewed or considered, and you've probably expressed that your personal goal is to be a partner at Place, Such and Such. And so it's a really intense, it can be a year, it can be two years, for me it was two years, a really intense review period.

And you have no idea or indication, least under the model that I went through, whether the answer is going to be yes or no. So you just toil away for this thing you hope to achieve. And by the way, you've already worked pretty hard five or six years before that, even before you get into this review period. And you hope for the best. You try to take off any constraints that folks might have.

about wanting to be your partner because I think at firms like this, they're really inviting you in to be in their partnership and they plan to have a business with you. And so you wanna make sure that relationships are growing both internally and with clients and you wanna make sure that your work is viewed as very high quality and that also you're a person that people enjoy working with and you sort of, that can be a stressful period.

when you're trying to satisfy all of those externalities and you also have a house, right? And friends and a life and some things that have nothing to, things at which you're not trying to make partner. You're already a partner. You know, you're already your parents' children. You're already your spouse's spouse. And they're not, well, they're hopefully supportive of those efforts. You have to make time to not be in that zone, particularly during this time period where it's, everything is hyper tense. And you have to, you have, I remember

you know, whether it's weekends or a trip or something, making times to relax a little bit. yeah. I mean, I agree that approach is so key. And I don't know if I was as good about it as you were during that process. Cause I think for years I was just permanently attached to my phone. Because for those of us who have been through that process of making partner at a big Wall Street law firm, we all know that it's not for the faint of heart.

Joyce Sophia Xu (14:11.348)
and I'm glad that you had your family and friends to lean on. So you made partner at SNC and then unlike most people who make it at these big law firms, you know, they tend to think, well, I just won the big prize. I'm going to stay here for the rest of my career. But that wasn't the case with you. You decided to give all of that up to go in house at FTX. So tell me about how that all came about. I met with

a man called Brett Harrison. Brett and I are still friends today. Brett was running the FTX US business and I met with him at a conference in Miami and I was talking about trying to understand what, so at that time, is 2021, summer of 2021, FTX had this apparently growing international derivatives business and there was some thinking to try to bring a similar model under the same brand to the United States.

And at the time, that's what Brett was thinking about. He had been tasked to run the US business. And so I talked to him about how we might find ways to work together. I liked the idea of trying to bring a new model into the US derivatives market. And there's a lot of questions involved from the regulatory and policy side on how that could be done. And after we talked a while, I talked with Brett and some of the other

of the global senior leaders. And they suggested the idea of, they wanted to have a US general council. They're gonna focus on this derivatives idea. And so they mentioned the idea of me joining them as opposed to me working as outside council. And because we hadn't done any work for them. And so it happened. It was an invitation. Being partner at a big law firm is a great job. And it's not one you take lightly.

always thankful that happened and I had a great handful of years there in the partnership role. But this to me at the time and then hindsight is 2020. everyone, many people know the FTX story, but it was an invitation to build something new and at the relatively early phases of it, I wasn't at the startup level, but the relatively early phases of it. And it was an invitation to rather than be, you know,

Joyce Sophia Xu (16:33.228)
just an outside advisor to be on the team that was building something that was going to be a new type of financial services entity in the United States. And for about a year, that's what we did. We acquired a bunch of licenses from different states for the crypto business. We got CFTC licenses for derivatives exchange. We started an SEC license, FINRA license, broker dealer. And there was a moment where on the US side for FTX, you could trade.

crypto derivatives and stocks all in the same place, which was interesting. We built that. We made that machine. As many know, it ended quite poorly when there was some issues around customer assets on the international side and some spillover. so FTX ultimately went bankrupt, very disappointing outcome. And it was a high profile bankruptcy. And so I learned a lot. It was an invitation to build something.

It ended really unfortunately. But it's an experience that I look back on, pull lessons from, and has become a value point in how I can teach others or advise clients. Ryan, I remember you're telling me at one point that joining FTX really gave you an opportunity to flex your own muscles in terms of building and managing a whole legal department.

I wonder if that experience then kind of paved the way for you to start your own law firm. I was able to bring in a legal team and we spoke to some still friends with today, really smart folks. And it was a build ourselves moment, particularly on the regulatory side. There was a lot of strong people at FTX in terms of talent and ability. And we spent, like I said, a little over a year, we set up a New York office that the

Brett built Altish, a cargo office, which was the US headquarters. And we were putting together what was a business and a company. And I think that did give me some precedent or some learning and some confidence, which is running my own law firm. And what I mean by that is I was able to see something exist where the week before, the month before, it did not exist. And the ability to take something from zero to one, that's an interesting book called Zero to One. Folks can read it if they want.

Joyce Sophia Xu (18:54.242)
But I was able to see that happen in some aspects at FTX. And so I was less afraid or nervous or anxious to try it on my own when I decided to go back into advising clients. Right. And that was how Miller Strategic Partners was born. Now, Ryan, let's go back in time a bit. Take me back to that time when you had just left FTX and were trying to figure out your next steps.

One thing I was thinking about in a couple months of time off was what do I do next? And I had done a lot of advising clients as a lawyer at a law firm in my past. I came to the conclusion that's what I wanted to do again. And that was the best use of my professional time. there was no obvious answer of where I was going to do that. But I had folks who wanted to engage with me and start working. So I made the decision to

essentially hang out a shingle and start my own law firm. I did so with a partner, someone who had been a mentor to me and had worked with me for many of my years prior at a different law firm. he was now a professor and so had the ability to join me. And so we started this little law firm and the entrepreneurial side of it was very exciting and fun for me. Going out and finding clients, letting them know what we were doing, engaging them with

with some sort of an agreement or signing them up and then being able to advise on their work was a challenge for me in a different way than it is at a large law firm. And people would ask, know, can you connect us with your HR department or your IT department or let us know who your admin is? And I was like, well, the good news is I can connect you with that person. The bad news is it's me. I am all of those things for this space. And I learned...

I learned how to be very nimble. I also learned how to dive deep into the weeds, deeper than I'd ever done on things like setting up a Zoom account and setting up the IT infrastructure of a small law firm. So that's the practical side of it. Business and practicing side of it was much like what I've done my whole career. was commodities and derivatives and crypto. So the best moments of Miller Strategic Partners was...

Joyce Sophia Xu (21:13.964)
being able to help clients do things in much the same way and style that I knew big law firms did because I had done that before. it sort of reconfirmed or, you know, it reconfirmed that, you you can practice law in many different ways. The end goal is the same thing, which is hearing clients' issues, getting them advice that helps them make business decisions and move forward, or getting them advice to navigate an adversarial situation. And

Having clients trust me and trust us to come into that and they would pay us for this, that was an achievement I was proud of. when you do it in a small shop that has your name on the wall, it's cool. And I was glad to have done it. I'm gonna continue to do it here. Again, it's a bigger environment and it's a lot more structure and support, which is great, but I'm proud that we were able to actually do it. We paid the bills and we spent...

a little over 14 months advising real clients on real issues? Yeah, well, it sounds like it was a very action-packed 14 months. having done it myself, having started my own law firm, I know exactly what you're talking about, right? All the different aspects of setting up a business. And it could be incredibly gratifying to be doing the same kind of high-level, sophisticated legal work that I've always done.

At other times, it could also be a bit overwhelming to have to deal with all of the administrative aspects of the business. So was that what led you to move to Lowenstein? Because obviously Miller Strategic Partners was doing really well and you were quickly establishing a presence for yourself. So what led to the move?

It was going well and we were doing what we set out to do, but it got to a point where there were capacity constraints, there were substantive constraints, there were issues that I would love to just walk down the hall and talk to my expert on so-and-so, whether it's IP or tax or antitrust. And you don't have that when you're on your own. it became the opportunities to do that kind of work were there. And so I was leaving A, leaving client...

Joyce Sophia Xu (23:37.816)
client work on the table, not being able to service it, and B, that the amount of time it really did take time to do the administrative side. And so to be able to go somewhere where the administration side is solved for at a very professional and high level with years of experience and calibration, and to also go somewhere with a bunch of respected colleagues already there who are doing their own practice, but are eager to jump in and support, it made a lot of sense. Yeah, that definitely makes a lot of sense.

The other thing I wanted to talk about is your daily routine. So, and you've worked at a number of different places obviously by now. Let's go back and can you tell me about what your day to day was like while you were at SNC and how much did it change once you moved to FTX? Yeah, so I think consistency is important in routines. so when I...

When I moved from Sullivan and Cromwell to FTX, I did that in generally the same downtown area that I had been working at the previous eight years so that my morning routine, I would wake up and I commuted the same way to the same neighborhood. My office from Miller Strategic Partners was still in that same downtown area. Are you still downtown now? Lowenstein's in midtown, but I learned New York has this amazing thing called the subway and it goes from downtown to midtown.

So I've been learning all the different paths and Midtown is pretty accessible. You just have to it's sort of a choose your own adventure. There's lot of ways to get here. Some days some of them go really well and quickly. Other days they're all just totally jammed and welcome to New York. There's songs about it. Are you still taking the ferry into Manhattan? Yeah, so I live in Red Hook Brooklyn and if I can and it works out I take this take the ferry over and then get on a get on a subway.

This is your very first week with Lowenstein. What have the first few days been like? It's kind of like going back to school. You get to meet all your colleagues and introduce yourselves to them. And that's been fun. And then, you know, sort of reintroducing myself and continuing conversations with many of the clients I've worked for over the last year. So it's getting onboarded. It is like going back to school. And at the same time, it's not like the first week of class is a breeze. We've got real clients that...

Joyce Sophia Xu (26:02.592)
want to have discussions and move forward with their business. doing a bit of both. It's been fun. I'm sure it's a, there's so much momentum in the crypto world and I'm sure a lot of discussions and planning going on. So it sounds like you didn't skip a beat. That's right. New projects and new deals, new transactions and new regulatory matters. it's

It's a time that is full of activity and for a lawyer that's a good thing.

Joyce Sophia Xu (26:39.82)
Thank you so much for listening to part two of my conversation with Ryan Miller. I hope you enjoyed it. Stay tuned for part three, where we chat about the fun stuff in life. Until then, be well and be happy.