News & Analysis as of

Registration Broker-Dealer

Perkins Coie

SEC Staff Withdraws 2014 Letter in Response to Federal M&A Broker Exemption

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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

DarrowEverett LLP

New M&A Broker Exemption: To Be Or Not To Be, That Is The Question

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On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more

Cozen O'Connor

AG James Sues Crypto Companies Over Alleged Failure to Register and Misrepresentations

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New York AG Letitia James sued Cayman Islands-based cryptocurrency companies Nexo Inc. and Nexo Capital, Inc. (collectively, “Nexo”), alleging that Nexo violated New York’s Martin Act and Executive Law by failing to register...more

Tonkon Torp LLP

Recent Court Decision Sheds Light on Cryptocurrency Treatment Under Securities Law

Tonkon Torp LLP on

A recent class certification decision (Williams v. Kucoin et al.[1]) from a magistrate judge in the Southern District of New York provides insight on how courts view those who enable trading in cryptocurrencies and...more

Morrison & Foerster LLP

FINRA Updates Form For Private Placement Filings

In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA...more

Fox Rothschild LLP

Leaving Is The Hardest Part Especially If You Want To Re-Enter The Securities Industry

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We were recently reminded of how difficult it is to re-register for a position in the securities industry after being barred. See https://www.sec.gov/litigation/admin/2021/ia-5682.pdf. On February 9, 2021, the United...more

Sheppard Mullin Richter & Hampton LLP

SEC Tightens Alternative Trading Platform Oversight

On July 18, 2018, the SEC ramped up its oversight of alternative trading systems (“ATSs”) by adopting a series of rule amendments imposing public disclosure requirements on ATSs that trade NMS (“National Market System”)...more

Fox Rothschild LLP

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

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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

Troutman Pepper

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

Troutman Pepper 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

Morrison & Foerster LLP

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

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

Proskauer Rose LLP

Broker-Dealer Beat - June 2015: Foreign Finders

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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

Obermayer Rebmann Maxwell & Hippel LLP

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

Morrison & Foerster LLP - JOBS Act

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

Dorsey & Whitney LLP

Oppenheimer Settles with SEC, FinCEN

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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

Proskauer - Corporate Defense and Disputes

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

Morrison & Foerster LLP

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

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

Proskauer - Law and the Workplace

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

Proskauer Rose LLP

Broker-Dealer Beat - January 2015

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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

Proskauer Rose LLP

Broker-Dealer Beat - December 2014 #2

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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

Brooks Pierce

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

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

Proskauer Rose LLP

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

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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

Allen Matkins

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

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

Carlton Fields

Certain Merger and Acquisition Brokers Escape SEC Registration

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

Morgan Lewis

Challenges in Requiring High-Frequency Traders to Register as Dealers

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

Broker-Dealer Compliance + Regulation

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

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