News & Analysis as of

Registration Broker-Dealer

Let’s Not Get Too Excited With FINRA’s Proposal On Re-Taking Exams

by Fox Rothschild LLP on

Most brokers despise the fact that they need to re-take their examinations if they are not employed with a broker-dealer for 2 years or if they are not associated with a member firm. Now, FINRA comes to the rescue with a...more

Cease and Desist Proceedings Against an Asset Manager for Acting as an Unlicensed Broker-Dealer

by Pepper Hamilton LLP on

Industry participants are well-advised to review their practices to ensure compliance with the Advisers Act, and the SEC’s and SEC’s Staff’s interpretations of when registration as a broker-dealer is required....more

The SEC’s Registration Rules for Security-Based Swap Dealers

by Morrison & Foerster LLP on

Early this month the U.S. Securities and Exchange Commission (“SEC”) released final rules (the “Registration Rules”) for the registration of security-based swap dealers (“SBSDs”). The Registration Rules, released more than...more

Broker-Dealer Beat - June 2015: Foreign Finders

by Proskauer Rose LLP on

Foreign Finders - The longstanding rules on foreign finders – when a brokerage firm can pay transaction-based compensation to a non-registered foreign finder – will be incorporated into new FINRA Rule 2040, effective...more

FINRA Launches BrokerCheck Media Blitz

The Financial Industry Regulatory Authority (“FINRA”) is the largest independent, not-for-profit regulator of securities firms conducting business in the United States. FINRA is authorized by the United States Congress to...more

Matchmaking Basics: How it Works, Current Regulations and Key Considerations

Background - “Matchmaking sites,” also referred to as “matchmaking platforms,” have come to play a more significant role in capital formation in recent years. A matchmaking site generally relies on the Internet in...more

Oppenheimer Settles with SEC, FinCEN

by Dorsey & Whitney LLP on

Oppenheimer & Co., Inc. settled an action with the SEC centered on violations of the broker registration provisions, a failure to file suspicious activity reports or SARS and the sale of unregistered penny stock shares. The...more

FINRA’s New Background Investigation Rule Will Likely Increase Firms’ Costs and Potentially Increases Exposure for Firms in...

Recently, the SEC approved FINRA’s proposed new Rule 3110(e) relating to background investigations of registered persons. FINRA Rule 3110(e), which replaces NASD Rule 3010(e) and goes into effect on July 1, 2015, streamlines...more

Increased Enforcement Activity by SEC of Registration Requirements for Foreign Broker-Dealers and Investment Advisers Servicing...

by Hodgson Russ LLP on

In 2014, the U.S. Securities and Exchange Commission (SEC) continued its crackdown against violations of, as the New York Times Dealbook calls it, “a cardinal rule of the financial industry” that financial advisers (including...more

Heightened Scrutiny of Brokers – SEC Approves FINRA’s Proposed Background Check Rule

by Morrison & Foerster LLP on

In recent years, questions have been raised in many quarters about how brokers with questionable backgrounds have been able to move among firms and remain in the industry. FINRA has responded by enhancing a broker-dealer’s...more

SEC Approves FINRA Rule Strengthening Background Checks

The Securities and Exchange Commission (SEC) has approved a Financial Industry Regulatory Authority (FINRA) rule requiring member firms to strengthen their background investigation of applicants seeking registration. ...more

Broker-Dealer Beat - January 2015

by Proskauer Rose LLP on

New FINRA Rule 3110(e) streamlines and clarifies members' obligations relating to background investigations of registered persons and adds a requirement to adopt written procedures to verify the accuracy and completeness of...more

Broker-Dealer Beat - December 2014 #2

by Proskauer Rose LLP on

The SEC recently sanctioned another foreign bank for conducting cross-border brokerage activities without being registered. Since 2009, the SEC has sanctioned a number of foreign firms for failing either to register as a...more

Caution: Aggressive Interpretation of Broker-Dealer Registration Provisions Could Be Hazardous to Your Ability to Stay out of...

by Brooks Pierce on

Let’s do some compare and contrast, starting with a fairly unremarkable case the SEC filed in the Northern District of Texas on November 20th. In that action, the Commission sued the father-son duo of Paul and Jeffrey Downey...more

Broker-Dealer Beat - October 2014: Supervising Registered Employees of Foreign Affiliates

by Proskauer Rose LLP on

Supervising Registered Employees of Foreign Affiliates - NASD Rules 1021(a) and 1031(a) permit a FINRA member to register or maintain the registration as principal or representative of an individual who is engaged in...more

M&A Broker Exemption Bill Resurrects Financial Statement Replaced in 1988

by Allen Matkins on

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt “M&A brokers” from the broker registration requirements of the Securities Exchange Act of...more

Certain Merger and Acquisition Brokers Escape SEC Registration

by Carlton Fields on

The SEC recently issued a no-action letter that allows private company M&A brokers who satisfy specific criteria to avoid registering as broker-dealers with the SEC. Historically, an intermediary in a private M&A transaction...more

Challenges in Requiring High-Frequency Traders to Register as Dealers

by Morgan Lewis on

SEC Chair Mary Jo White outlined a broad market structure proposal that would require high-frequency traders to register with the SEC as dealers and that could signal the end of the dealer-trader distinction....more

M&A Brokers: Don’t Forget State Laws

by Lane Powell PC on

On January 31, 2014, the Staff of the Securities and Exchange Commission (the “SEC”) granted no-action relief permitting certain business brokers to facilitate the sale of privately-held companies and receive...more

Pre-IPO Selling Procedures Need to Be Adequately Supervised, According to FINRA

Broker-dealers selling interests in IPOs need to have adequate supervisory systems to ensure that registered representatives do not make actual sales before the securities are registered, according to a settlement of a formal...more

SEC Sanctions Non-U.S. Firm for Failing to Register as Broker-Dealer/Adviser

The SEC charged a non-U.S. multi-national financial institution with a large U.S. presence with violating federal securities laws by providing brokerage and investment advisory services to U.S. clients without registering...more

Registration Requirements Eased for Brokers and Financial Advisors in M&A Transactions

by Mintz Levin on

We are often asked whether a financial advisor or business broker may advise on mergers and acquisitions and similar business combinations of a privately held company in a stock transaction without having to register as a...more

Amendments to Uniform Branch Office Registration Form

Broker-dealers are required to use the Branch Office Registration Form (Form BR) to register their branch offices with the Financial Industry Regulatory Authority, the New York Stock Exchange and participating states via the...more

SEC Recently Issued a No-Action Letter Exempting Private Company M&A Brokers From Registration With the SEC as Broker-Dealers

by BakerHostetler on

The staff of the Division of Trading and Markets of the Securities and Exchange Commission (the "SEC") recently issued a No-Action Letter[1] that should reduce significantly the registration burdens upon certain brokers and...more

Credit Suisse Admits Securities Law Violations

by Dorsey & Whitney LLP on

Another example of the Commission’s new and evolving ad hoc admissions policy emerged from the settlement of an administrative proceeding with Credit Suisse Group AG. In the Matter of Credit Suisse Group AG, File No. 3-15763...more

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