News & Analysis as of

Exemptions Securities and Exchange Commission (SEC) Securities Exchange Act

Mayer Brown Free Writings + Perspectives

SEC Extends Compliance Dates and Provides Temporary Exemption for Rule Related to Clearing of U.S. Treasury Securities

On February 25, 2025, the SEC extended the compliance dates for Rule 17ad-22(e)(18)(iv)(A) and (B) under the Securities Exchange Act for eligible cash market transactions by one year to December 31, 2026, and for eligible...more

Morrison & Foerster LLP

Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

Latham & Watkins LLP

New Federal Exemption Changes the Registration Landscape for M&A Brokers

Latham & Watkins LLP on

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

Mayer Brown Free Writings + Perspectives

A New Federal Exemption from Broker Registration for Qualifying M&A Brokers Became Effective on March 29, 2023 (Prior SEC...

Although the New Federal Exemption Is Generally Aligned with the SEC’s 2014 No-Action Relief, There Are Some Notable Differences. Moreover, State Law Registration Requirements for M&A Brokers Are Not Preempted. ...more

Greenbaum, Rowe, Smith & Davis LLP

New Federal Exemption from SEC Registration for M&A Brokers Takes Effect Shortly

What You Need to Know- •Under legislation recently passed by Congress, M&A brokers now have a statutory federal exemption from SEC registration as a broker-dealer effective March 29, 2023. •The statute explicitly defines...more

Nelson Mullins Riley & Scarborough LLP

New Federal “M&A Broker” Exemption From SEC Registration in Certain Securities Transactions

President Biden signed, on December 29, 2022, the Consolidated Appropriations Act, 2023, H.R. 2617 (the “2023 Act”). The 2023 Act amends the Securities Exchange Act of 1934 (the "Exchange Act") to exempt certain "M&A...more

Willcox & Savage

Out of Scope - Exemptions from the Corporate Transparency Act

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The second installment in a multi-part series looking at the new Corporate Transparency Act discusses what is likely to be the first question that many companies have whenever a new law is passed – are we exempt? ...more

Goodwin

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

Foley Hoag LLP - Public Companies & the Law

“Finders” Operating in Massachusetts Should Beware the SEC’s Proposed Relief

• 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

Mintz - Securities & Capital Markets...

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Polsinelli

Revenge of the Rat Pack; SEC Proposes Finders Exemption

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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

Morgan Lewis

SEC Proposes Exemptive Relief for Finders

Morgan Lewis on

While an SEC proposal to exempt “finders” from broker-dealer registration requirements is promising, potential hazards remain and interpretive questions may persist. ...more

Eversheds Sutherland (US) LLP

SEC proposes exempting certain finders from broker registration

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

Cole Schotz

SEC Proposes Conditional Exemption From Broker Registration Requirements For Finders Assisting Small Businesses With Capital...

Cole Schotz on

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

Faegre Drinker Biddle & Reath LLP

SEC Proposes Exemptive Relief for Finders

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

Baker Donelson

SEC Proposes Broker Registration Exemption for Certain "Finders"

Baker Donelson on

On October 7, 2020, the Securities and Exchange Commission (Commission) proposed a conditional exemption from the broker registration provisions of the Securities Exchange Act of 1934 (Exchange Act) for natural persons that...more

Lowenstein Sandler LLP

SEC Proposes Conditional Broker Exemption For Finders

Lowenstein Sandler LLP on

What You Need To Know: •The SEC proposes to exempt two types of Finders from broker-dealer registration pursuant if they satisfy certain conditions. •Tier I Finders may provide potential investors’ contact information to...more

White & Case LLP

Permitted Finder Activities: SEC Proposes Long-Awaited Exemption

White & Case LLP on

Finders seeking to assist companies in raising capital are required to navigate an often cloudy path to determine whether the finder's activities and any compensation the finder would receive for its services would run afoul...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Exempting Finders, Subject to Compliance Obligations

On October 9, 2020, the Securities and Exchange Commission (SEC) proposed an order that would exempt from registration as broker-dealers certain natural person “finders” who help locate investors in connection with the sale...more

K&L Gates LLP

Finders Keepers? SEC Proposes Exemption from Broker-Dealer Registration for Finders in Private Placements, but Questions Remain

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OVERVIEW - On October 7, 2020, the U.S. Securities and Exchange Commission (SEC) proposed a conditional exemption, operating as a nonexclusive safe harbor from the broker registration requirements of Section 15(a) of the...more

Cozen O'Connor

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders

Cozen O'Connor on

On October 7, 2020, the Securities and Exchange Commission (SEC) voted to provide much needed clarity to the regulatory status of so-called “finder” who assist small businesses in raising capital. In a 3-to-2 vote, the SEC...more

Dorsey & Whitney LLP

SEC Proposes Exemption from Broker-Dealer Registration for Finders Assisting Small Businesses with Capital Raising

Dorsey & Whitney LLP on

On October 7, 2020, the Securities and Exchange Commission (”SEC”) proposed a new limited, conditional exemption from broker-dealer registration requirements of Section 15(a) of the Securities and Exchange Act of 1934, as...more

Goodwin

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

Goodwin on

On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

Troutman Pepper Locke

SEC Proposes Finders Exemption

Troutman Pepper Locke on

At the October 7, 2020 open meeting of the Securities and Exchange Commission (SEC), Chairman Jay Clayton announced that the Staff of the Commission proposed to grant exemptive relief, permitting natural persons to engage in...more

BCLP

SEC Proposes Limited Exemption for Persons Acting as “Finders” in Private Capital Transactions to Accredited Investors

BCLP on

The SEC announced on October 7, 2002 that it had approved, by vote of 3-2, a proposed limited conditional exemption for individuals acting as “finders” in private market transactions with accredited investors. ...more

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