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 SEC Guidance
Recording of a 90-minute premium 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, activities that require broker-dealer registration, and SEC regulatory actions regarding unregistered broker-dealers. The panel will also discuss the SEC's focus on broker-dealer issues in the private fund market, the ICO market, as well as the online crowdfunding portal space, and recent enforcement actions.
- Securities laws applicable to activities of unregistered broker-dealers
- Broker-dealer issues arising in the operation of online crowdfunding portals as well as websites involved in the offerings of digital assets
- JOBS Act exemption from broker-dealer registration in Rule 506 offerings
- Regulatory guidance and enforcement actions
- SEC OCIE examination of broker-dealer issues in activities of private investment funds
- State rules related to finders and M&A brokers
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's and FINRA's guidance on finder activities in the M&A arena inform the permissible activities of finders in the securities and fund arenas?
Peter M. Hong
Stradley Ronon Stevens & Young
Mr. Hong uses his many years of service at the SEC and the CFTC to guide clients through the various regulatory... | Read More
Mr. Hong uses his many years of service at the SEC and the CFTC to guide clients through the various regulatory requirements involved in the offer of financial services and products. His practice includes the registration and regulation of investment advisers, broker-dealers, commodity trading advisors, commodity pool operators, and introducing brokers under federal and state laws, as well as the formation and ongoing compliance obligations of registered and private investment companies. Mr. Hong’s practice includes providing advice regarding routine and complex matters pertaining to regulations of federal and state securities and commodities regulatory authorities and self-regulatory organizations such as the FINRA and the NFA. He routinely uses his substantial experience in marketing and advertising regulations to assist investment advisers and broker-dealers in the creation of compliant websites, presentations and advertisements.Close
Eden L. Rohrer
Ms. Rohrer concentrates her practice in securities broker-dealer regulatory, compliance, enforcement defense,... | Read More
Ms. Rohrer concentrates her practice in securities broker-dealer regulatory, compliance, enforcement defense, litigation and arbitration matters in the financial services and fintech industries. She advises emerging and established companies on the development, regulation and operation of funding portals, capital raising platforms and trading platforms, including in connection with angel investing, crowdfunding, in the private and public securities markets. Ms. Rohrer’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization membership, cross border transactions and chaperoning of foreign broker-dealers (under SEC Rule 15a-6). She also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues. Ms. Rohrer is a leader in the M&A Broker space as one of the six lawyers who authored the request to the SEC for No-Action relief for mergers and acquisition brokers—the M&A Brokers No-Action Letter. The M&A Brokers Letter allows M&A brokers to receive transaction-based compensation without registering as securities brokers with the SEC.Close
Lawrence P. Stadulis
Co-Chair, Fiduciary Governance
Stradley Ronon Stevens & Young
Mr. Stadulis advises clients in matters pertaining to the registration and regulation of investment advisers and... | Read More
Mr. Stadulis advises clients in matters pertaining to the registration and regulation of investment advisers and investment companies under federal and state securities laws. He also manages related issues pertaining to investment advisers and investment companies, including matters involving ERISA, broker-dealer regulation and banking laws.Close