Finders and Unregistered Broker-Dealers: Understanding the Risks, hosted by Strafford
On 7 October 2020, the SEC proposed a conditional exemption for finders, which would operate as a nonexclusive safe harbor from the broker registration requirements of Section 15(a) of the Securities Exchange Act of 1934. The proposed exemption would permit natural persons to engage in certain limited activities on behalf of issuers in connection with private placement offerings. The SEC received over 90 comment letters overwhelmingly critical of the proposal, including from state regulators. The panel will discuss where the proposal stands and the current regulatory landscape for finders.
Fund managers and companies can be subject to SEC enforcement actions for aiding and abetting a finder's violation of the broker-dealer registration requirements. Besides SEC sanctions, the use of an unregistered broker-dealer brings the risk of rescission under federal and state securities laws. Involving finders in capital raising thus carries significant risks, and there is no safe harbor or clear distinction of a finder's duties in the securities laws.
Listen as our authoritative panel of securities practitioners discusses legal pitfalls for securities issuers using unregistered "finders" to solicit capital and the SEC's position on unregistered brokers' permissible activities.
- Securities laws applicable to activities of unregistered broker-dealers
- The SEC’s proposed conditional exemption for finders
- Finders under various states’ laws
- Finder-related exemptions, including M&A Brokers, JOBs Act, bulletin boards, crowdfunding portals
- Regulatory enforcement actions
The panel will review these and other key issues:
- Activities requiring broker-dealer registration with the SEC and FINRA
- Legal pitfalls for issuers who use unregistered broker-dealers in capital-raising efforts
- Finder-related exemptions