Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons from Recent SEC Enforcement Actions and FINRA Guidance
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will analyze the legal pitfalls for securities issuers who utilize unregistered “finders” to solicit investors, the SEC’s restrictive position on permissible activities of finders, and the regulatory actions taken by the SEC regarding unregistered broker-dealers and related FINRA rules. The panel will also discuss the SEC’s focus on broker-dealer issues involving finders in the private fund market and recent enforcement actions against fund managers.
- SEC securities laws applicable to activities of unregistered finders
- JOBS Act exemption from broker-dealer registration in Rule 506 offerings
- SEC and FINRA regulatory guidance and enforcement actions regarding permissible activities of finders
- SEC OCIE examination of broker-dealer issues in activities of private investment funds
The panel will review these and other key issues:
- What activities require broker-dealer registration with the SEC and FINRA?
- What penalties and actions do issuers face in using unregistered broker-dealers in their capital raising efforts?
- How do the SEC and FINRA’s guidance on finder activities in the M&A arena inform the permissible activities of finders in the securities and fund arenas?
Steven R. Watts
Dinsmore & Shohl
Mr. Watts concentrates his practice in the areas of corporate and securities law representing public and private... | Read More
Mr. Watts concentrates his practice in the areas of corporate and securities law representing public and private companies in capital markets, mergers & acquisitions and securities transactions and compliance. His experience includes private equity fund formation and joint ventures, public and private M&A, registered and exempt securities offerings, Exchange Act reporting, corporate governance, investment adviser regulation, finance/accounting, general corporate and business matters.Close
Parker B. Morrill
Clyde Snow & Sessions
Mr. Morrill regularly assists clients in their efforts to raise capital, comply with various regulations, complete... | Read More
Mr. Morrill regularly assists clients in their efforts to raise capital, comply with various regulations, complete significant transactions and respond to inquiries from regulators. He has significant experience advising clients on compliance with federal and state securities laws, in both public and private offerings, and has extensive knowledge of the rules and operations of the U.S. Securities and Exchange Commission (SEC). He also regularly advises clients on corporate governance, mergers and acquisitions, private equity and stock exchange listing requirements.Close
Shulga Law Firm
Ms. Shulga focuses her practice on corporate and securities matters. She has significant experience in startup law,... | Read More
Ms. Shulga focuses her practice on corporate and securities matters. She has significant experience in startup law, securities offerings and SEC reporting obligations, cross-border transactions, corporate governance, private and public company representation, periodic reporting filings for public companies, and business entity formation. She has represented startups and Fortune 500 companies in a variety of industries.Close