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Broker-Dealer Unregistered Brokers

Dechert LLP

SEC Charges Ethereum Developer Over Liquid Staking and Swap Programs

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The SEC has charged a leading developer on the Ethereum blockchain with engaging in the unregistered offer and sale of certain securities through a “liquid staking” program and with failing to register as a broker in...more

Dorsey & Whitney LLP

The Perils of Finder’s Fees (Revisited)

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Way back in 2017, one of our earliest posts discussed the legal and financial risks to both the issuer and the finder if an issuer pays a finder’s fee in connection with a sale of securities in the United States, and the...more

Jenner & Block

Client Alert: Court Adopts SEC's New Unregistered Dealer Theory, Creates Risk of Disgorgement and Penalties for Anyone Trading...

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A broad array of financial market participants—mutual funds, private funds, insurers, pension funds, family offices, individuals, and more—may be at risk after the Securities and Exchange Commission (SEC) secured summary...more

Venable LLP

Finders and Unregistered Broker-Dealers

Venable LLP on

The issue of when a person may be considered a “broker” or “dealer” and subject to registration as such under the federal securities laws, as distinguished from so-called finders (and therefore not subject to the panoply of...more

Cozen O'Connor

AG James Sues Cryptocurrency Platform KuCoin, Alleging Registration Status Violations

Cozen O'Connor on

New York AG Letitia James filed a lawsuit against Mek Global Limited and Phoenixfin PTE Ltd., both doing business as KuCoin, alleging that the cryptocurrency platform violated the Martin Act when it failed to register as a...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYAG Files Action Against Crypto Trading Platform, Takes Position That ETH Is a Security

On March 9, 2023, the New York State Attorney General’s Office (NYAG) filed a lawsuit charging crypto trading platform KuCoin for “failing to register as a securities and commodities broker-dealer and falsely representing...more

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

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One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

Dunlap Bennett & Ludwig PLLC

Raising Money; Paying Finder’s Fees to Unregistered Broker-Dealers Can Be Risky

We’re occasionally asked if it’s a good idea for issuers to pay unregistered “finders” fees in exchange for connecting potential investors in conjunction with private securities offerings. “No,” is the short answer....more

Goodwin

SEC Examinations Division Publishes 2022 Priorities

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The SEC Division of Examinations recently published its list of priorities for 2022. While it was a bit late compared to a typical year, the priorities letter provides a roadmap for firms to better understand where the...more

WilmerHale

SEC Proposes New Rules Defining “Dealer” Status: Proposal Seeks to Clarify When Unregistered Firms Engaged in Market-Making and...

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On March 28, 2022, the Securities and Exchange Commission (SEC) proposed new Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (Exchange Act) (collectively, the Proposed Rules). The Proposed Rules seek to...more

Conn Kavanaugh

Failure to Register With FINRA as a Broker-Dealer Can Cost Mergers and Acquisitions Brokers Dearly

Conn Kavanaugh on

Conn Kavanaugh attorneys Andrew R. Dennington and Julie M. Muller recently secured a significant win for their client before the U.S. First Circuit Court of Appeals. The First Circuit affirmed that summary judgment properly...more

Morgan Lewis

Will Hedge Funds Now Be Subject to SEC and FINRA Dealer Regulation?

Morgan Lewis on

A recent US Securities and Exchange Commission (SEC) settled enforcement action that found that a hedge fund acted as an unregistered “dealer” has blurred the traditional line between dealers and traders. On August 17, 2021,...more

Cozen O'Connor

Cryptocurrency Platform Hit With Motion For TRO, Preliminary Injunction, And Receiver Appointment

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New York AG Letitia James moved to stop cryptocurrency trading platform Coinseed, Inc. (“Coinseed”) from allegedly executing unauthorized trades and acting as an unregistered commodity broker-dealer....more

Burns & Levinson LLP

Key Considerations for Issuers and Potential Finders Under the SEC’s Proposed “Finder” Exemption from Broker Registration

Burns & Levinson LLP on

In our first installment of this two-part “mini-series” on finders, we outlined the Securities and Exchange Commission’s proposed conditional exemption (“Proposed Exemption”) to permit unregistered brokers – or “finders” – to...more

JAMS

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

JAMS on

At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

Sheppard Mullin Richter & Hampton LLP

SEC Proposal to Exempt Finders from Registration Generates Split Reaction

A Securities and Exchange Commission (“SEC”) plan to create a registration exemption for certain finders has generated a mixed response. The nearly 90 comments received by the SEC by the November 12, 2020 close of the comment...more

Lowenstein Sandler LLP

SEC Proposes Conditional Broker Exemption For Finders

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What You Need To Know: •The SEC proposes to exempt two types of Finders from broker-dealer registration pursuant if they satisfy certain conditions. •Tier I Finders may provide potential investors’ contact information to...more

Goodwin

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

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On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

Goodwin

Regulating Unregistered Finders: New York Dips its Toe in the Murky Waters

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This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more

Orrick - On the Chain

SEC Division of Enforcement 2019 Annual Report Shows Cryptocurrency Is Still Under the Microscope

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The SEC Division of Enforcement’s 2019 Annual Report, released earlier this month, shows a continuing focus on activities involving blockchain and cryptocurrency, and its website shows an increase in cases since last fiscal...more

UB Greensfelder LLP

TD Ameritrade Latest Victim Of Head-Scratching Arbitration Award

UB Greensfelder LLP on

I was catching up on my reading and came across a column in Investment News by Mark Schoeff that described the results of a recent FINRA arbitration, results which I found a bit alarming. I caution you: reading too much into...more

Stinson - Corporate & Securities Law Blog

SEC Brings Actions Against Fifteen Unregistered Brokers for Their Participation in an Illegal Offering of Microcap Securities

The SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings....more

Fenwick & West LLP

Takeaways from SEC’s First Ever Enforcement Actions Against Cryptocurrency Firms for Failing to Register as a Broker-Dealer and...

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Over the past year, the U.S. Securities and Exchange Commission has ramped up its scrutiny of cryptocurrencies and other digital token offerings. On Sept. 11, 2018, the SEC escalated its crackdown when it announced a pair of...more

Perkins Coie

SEC and U.S. Attorney’s Office Bring Action Against Promoter of Bitcoin Store, Inc.

Perkins Coie on

On June 30, 2017, the SEC and the U.S. Attorney brought parallel civil and criminal fraud charges against Renwick Haddow, the owner of an unregistered broker-dealer entity named InCrowd Equity Inc., and two corporate entities...more

Jackson Walker

New FINRA Capital Acquisition Broker Rules May Offer Limited Relief to Private Investment Fund Advisers

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The U.S. Securities and Exchange Commission (“SEC”) recently approved a Financial Industry Regulatory Authority (“FINRA”) proposal to adopt a new regime for the regulation of electing broker-dealer firms that meet the...more

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