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 brokers and "finders" to solicit investors. The panel will provide an overview on activities that require broker-dealer registration, permissible activities, and state law considerations for finders, recent case law against unregistered dealers, and the recent federal decision vacating the SEC's rules expanding the definitions of "dealer" and "government securities dealer."
Outline
- Securities laws applicable to activities of unregistered broker-dealers
- SEC's rulemaking in this area and the Fifth Circuit's decision vacating the rules
- Implications of the court's decision and vacation of the rules
- Finders under various states' laws
- Finder-related exemptions
- Regulatory enforcement actions
- Practitioner pointers and key takeaways
Benefits
Derek N. Lacarrubba, Partner at K&L Gates and Eden L. Rohrer, Of Counsel at McIntyre & Lemon, 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
- Permissible activities for finders and unregistered brokers
- SEC enforcement against unregistered dealers
- SEC broker-dealer enforcement cases in the cryptocurrency industry
- The status of the SEC's amendments to the dealer rule
- Practitioner pointers and key takeaways
Faculty
Derek N. Lacarrubba
Partner
K&L Gates
Mr. Lacarrubba is a partner in the firm’s Asset Management and Investment Funds practice, with a focus on... | Read More
Mr. Lacarrubba is a partner in the firm’s Asset Management and Investment Funds practice, with a focus on broker-dealer regulatory, compliance, operational and transactional matters. His practice includes advising broker-dealers on a broad array of corporate, regulatory, transactional, and operational matters and proprietary trading firms, hedge funds, registered investment companies and other financial institutions on their interactions with broker-dealers and various aspects of financial market regulation and trading practices. Mr. Lacarrubba also has extensive experience counseling sell-side institutions on matters arising under the rules of the SEC, FINRA, and all major US registered securities exchanges.
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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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