Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From SEC Enforcement Actions and SEC Guidance
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course 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.
Outline
- Securities laws applicable to activities of unregistered broker-dealers
- The SEC's proposed conditional exemption for finders
- The SEC's proposed rulemaking to clarify the definition of dealer and government securities dealer
- Finders under various states' laws
- Finder-related exemptions, including M&A brokers, JOBs Act, bulletin boards, crowdfunding portals
- Regulatory enforcement actions
Benefits
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
Faculty

Pablo J. Man
Partner
K&L Gates
Mr. Man is a partner in the firm's asset management and investment funds practice. He represents investment... | Read More
Mr. Man is a partner in the firm's asset management and investment funds practice. He represents investment advisers, closed-end funds (including exchange-traded closed-end funds, registered funds of hedge funds, and interval funds), alternative mutual funds, and private funds (including hedge funds and funds of one).
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Eden L. Rohrer
Of Counsel
McIntyre & Lemon
Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis,... | Read More
Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis, registration, compliance, and enforcement defense. She represents a broad range of clients in connection with traditional broker-dealer activities and activities involving new technologies such as digital assets, cryptocurrencies, utility tokens, NFTs, distributed ledger technology, digital wallet providers, DeFi applications and protocols and Web3-related businesses. Ms. Rohrer’s broker-dealer practice includes the assessment of whether proposed activities require broker-dealer registration or qualify for an exemption. For decades, she has successfully shepherded firms through the FINRA new membership application process and the FINRA continuing membership application process to obtain approval for changes of ownership and control.
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