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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

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, July 8, 2025

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 13, 2025

or call 1-800-926-7926

This CLE course will analyze the legal pitfalls for securities issuers who utilize unregistered "finders" to solicit investors. The panel will also address the SEC's restrictive position on permissible activities of finders, activities that require broker-dealer registration, the SEC's regulatory actions regarding unregistered broker-dealers, and the recent federal decision vacating the SEC's rules expanding the definition of "dealer" and "government securities dealer."

Description

Historically, the SEC has been aggressive in bringing enforcement actions against those involved in transactions with unregistered broker-dealers and those that fail to register as broker-dealers--most recently in several cases alleging unregistered dealer activity. The SEC continues to impose sanctions on private equity firms and managers for using unregistered broker-dealers. The SEC also carefully scrutinizes unregistered broker-dealer issues in its OCIE compliance exams of private investment funds.

On Feb. 6, 2024, the SEC adopted new rules that significantly expanded the definitions of "dealer" and "government securities dealer" under Sections 3(a)(5) and 3(a)(44) of the Securities Exchange Act (Dealer Rule). These rules went into effect on Apr. 29, 2024, but were later vacated on Nov. 21, 2024, by the Fifth Circuit Court of Appeals and the SEC withdrew its appeal of the decision. This means that the pre-Dealer Rule status quo on dealer registration remains intact for now.

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 permissible activities of unregistered brokers.

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Outline

  1. Securities laws applicable to activities of unregistered broker-dealers
  2. SEC's rulemaking in this area and the Fifth Circuit's decision vacating the rules
  3. Implications of the court's decision and vacation of the rules
  4. Finders under various states' laws
  5. Finder-related exemptions
  6. Regulatory enforcement actions
  7. Practitioner pointers and key takeaways

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

Lacarrubba, Derek
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

Rohrer, Eden
Eden L. Rohrer

Of Counsel
McIntyre & Lemon

Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis,...  |  Read More

Attend on July 8

Early Discount (through 06/13/25)

Cannot Attend July 8?

Early Discount (through 06/13/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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