Finders

News & Analysis as of

SEC No-Action Letter Exempts M&A Brokers from Federal Registration Requirements

On February 3, 2013, the Security and Exchange Commission's (SEC) Division of Trading and Markets publically issued a significant no-action letter advising that M&A brokers do not need to register as broker-dealers to...more

SEC Relief For "M&A Brokers:" Not Required To Register As Broker-Dealers

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership...more

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more

Finders Are Not Always Keepers!

Your good client, Avery Phillips, Chairman of the Board, calls you because he is considering engaging a friend, Tepper, to identify potential investors for his company. Phillips explains that Tepper has extensive business...more

CFTC Issues No-Action Letter Regarding Introducing Brokers’ Compliance with Certain Financial Reporting

On December 23, CFTC issued a no-action letter that provides relief for certain Introducing Brokers (IBs) from certain financial reporting and capital computation requirements....more

Finders Bill Finds Some Forward Transaction

Finders in securities transactions are common but their legal status is uncertain at best. Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of...more

Issues Involving "Finders" And Other Intermediaries In Private Placements Following SEC Repeal Of General Solicitation Ban

The imminent repeal of the SEC’s long standing prohibition on general solicitation in private placements conducted under Regulation D (provided that only accredited investors purchase securities in such a transaction)...more

Recent SEC Actions Focus on Broker-Dealer Activity of Private Funds, Highlight Perils, and Generate Controversy

A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more

Business News Digest – April 2013

In this issue: - Finders May Pose Risk in Private Capital Raising - NIST Holds First Workshop on Executive Order Cybersecurity Framework - NIST Issues Request for Information, Begins Developing...more

SEC Charges Private Equity Firm, Former Executive, and Consultant for Improperly Soliciting Investments

On March 11, the SEC announced charges against a private equity firm, a former senior executive of the firm and an individual based solely on the allegation that the individual acted as an unregistered broker-dealer in...more

Finders May Pose Risk in Private Capital Raising

Entrepreneurs, company executives, and private equity fund sponsors with a growing enterprise, innovative idea, or a new fund often find themselves needing help when it comes to raising capital to fund the new enterprise. As...more

SEC Charges Asset Manager for Finder’s Broker-Dealer Registration Failure

On March 11, the SEC announced an unusual and technical enforcement case against a major asset management firm for paying finders’ fees to a consultant solicitor who was not registered as a broker-dealer. Specifically, the...more

SEC Settles Cases Alleging Compliance Failures at Private Equity Firms

On March 11, the SEC announced two matters of significant importance to the private equity industry and to private fund sponsors generally. Together, these cases demonstrate the SEC’s continued focus on the private equity...more

SEC Charges Private Equity Group For Using Unregistered Broker

The SEC has announced charges against New York-based private equity firm Ranieri Partners, a former senior executive, and an unregistered broker who violated securities laws when soliciting more than $500 million in capital...more

Eureka! Bill Introduced To Homologate Finders

Questions about the use of finders have bedeviled transactional lawyers for years. The need for finders is the unintended consequence of the federal and state securities law exemptions that are conditioned on the absence of a...more

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