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 broker-dealer regulations and obligations), is of particular importance to deal makers, capital raisers, entities employing “finders,” and their financial and legal advisors. The last decade has seen a number of important developments in the securities laws related to the regulation of the activity of persons and entities participating in capital raising and corporate transactions, who have continued to be on the enforcement radar of both federal and state regulators. Below is an overview of the current regulatory regime and implications of the distinction between “broker-dealers” on the one hand, and “finders” on the other, and the latest developments in this area.