In a stark 3-2 vote along political lines, the SEC announced today that it was proposing new rules relating to finders.  Essentially, if the proposed rules are, ultimately, approved, the SEC will sharply change the position it has maintained for over 8 decades, allowing unregistered finders to sell securities to the investing public while receiving transaction based compensation.  See https://www.sec.gov/news/press-release/2020-248.  

If approved, the proposed rules would permit 2 categories of finders.  Both types of finders would be allowed to solicit accredited investors for investments in various issuers.   There are restrictions on the activities the finders could engage in as well as certain disclosure requirements for one category.  Nonetheless, the breadth of the proposed rules is significant because it represents a sea change from the SEC’s previous position that any transaction based compensation paid to persons who solicit investors would require broker-dealer registration.

These proposals also apparently conflict with recent state activities on finders and business brokers.  For example, the State of New York proposed actually registering finders.   See https://securitiescompliancesentinel.foxrothschild.com/broker-dealer-registration/fox-rothschilds-securities-industry-group-members-ernie-badway-and-alex-kerzhner-publish-alert-on-nysags-pandemic-rule-making-on-finders-and-business-brokers/.  

There is a 30-day comment period for these proposed rules after publication in the Federal Register, and the SEC is encouraging interested parties to comment.

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