In Argentum Exploration Ltd v Republic of South Africa [2024] UKSC 16, the UK Supreme Court held that South Africa was entitled to state immunity in respect of an in rem (i.e., property based) claim by salvors of a World War...more
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
Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and...more
Property rights and the protection of personal belongings are essential aspects of any society governed by the rule of law. In the UAE, specific laws and regulations are in place to safeguard property....more
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
A new development has emerged in the series of changes to the regulation of finders (i.e., persons that receive compensation for making an introduction leading to a securities transaction) and mergers and acquisition brokers...more
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
Much has been written on the topic of finders and arrangers of securities transactions, including when a person or entity acting as a finder (i.e., someone who merely makes an introduction) has crossed the line and engaged in...more
A recently proposed Securities and Exchange Commission (“SEC”) exemption from broker-dealer registration may make it easier for small and medium-sized businesses to raise capital from accredited investors, but questions...more
We can't tell you how often we are presented with this question. For the most part, the answer is a clear "no," but why is that? The short answer is that—except under certain limited circumstances—it is likely illegal, it may...more
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
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
• The SEC recently proposed to exempt certain finders from federal requirements to register as a broker - • Massachusetts regulators are opposed to the relief and retain state remedies for unregistered broker activity - ...more
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
Last week, the North American Securities Administrators Association issued a comment letter urging the Securities and Exchange Commission not to move forward on its proposal to issue a conditional order exempting finders from...more
The U.S. Securities and Exchange Commission (the “SEC”) recently proposed a new, conditional exemption from registration as a broker for individuals who are “finders” that connect accredited investors with issuers looking to...more
In order to clarify various no action letters and court decisions, the Securities and Exchange Commission (SEC) has proposed an rule that would allow two classes of “finders” to avoid having to register as a broker-dealer or...more
While an SEC proposal to exempt “finders” from broker-dealer registration requirements is promising, potential hazards remain and interpretive questions may persist. ...more
SEC Proposes Streamlined Shareholder Reports for Retail Investors - On August 5, 2020, the Securities and Exchange Commission (SEC) announced a proposal to modify the mutual fund and exchange-traded fund (ETF) disclosure...more
On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange...more
On October 7, 2020, the Securities and Exchange Commission (SEC) proposed to address long-standing questions regarding the applicability of the broker registration requirements to finders for small and emerging businesses....more
Earlier this month, the SEC proposed an order that would exempt “Finders” — individuals who connect private issuers with accredited investors — from federal broker registration requirements, provided that certain conditions...more
In the News. The Securities and Exchange Commission (SEC) announced that it adopted Rule 12d1-4 under the Investment Company Act of 1940 (the 1940 Act), providing a new regulatory framework for fund-of-funds and final...more
Easing of restrictions may be on the way for smaller issuers seeking to rely on “finders” to assist with their capital raising efforts. On October 7, 2020, the U.S. Securities and Exchange Commission (the “SEC”) proposed a...more
After numerous calls for the U.S. Securities and Exchange Commission (SEC) to provide clarity on the role of “finders” in the capital markets ecosystem, the SEC sought to provide that clarity at a meeting held on October 7,...more