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
The economy relies on brokers to connect parties with mutual business interests and needs, whether it is the sale of real estate, procurement of insurance, or joint investment. The broker plays a very important role in...more
Recent case law has highlighted various challenges in structuring payment provisions for referral arrangements, such as introduction, intermediary, brokerage and ‘finder’s fee’ agreements. Together, these provide useful...more
Referral fees, or fee sharing, among attorneys have become so commonplace that it may be easy to forget about the headache that they can cause to attorneys and clients alike. Our focus today is on the potential consequences...more
We’re occasionally asked if it’s a good idea for issuers to pay unregistered “finders” fees in exchange for connecting potential investors in conjunction with private securities offerings. “No,” is the short answer....more
In the case of In re Elbaum, No. 2021-1719, 2021 WL 3923280 (Fed. Cir. Sept. 2, 2021), Saul Elbaum applied for a patent related to selling products on the internet using physical locations, specifically where the internet...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
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
This 21st edition of Unprecedented, our weekly update on COVID-19-related litigation, pairs defense victories with new claims. Lenders obtained the dismissal of a lawsuit claiming agent fees under the PPP program, and...more
The U.S. Department of Justice (DOJ) has issued an opinion letter (catalogued as FCPA Opinion No. 20-01) stating that it does not intend to take enforcement action under the Foreign Corrupt Practices Act (FCPA) against a...more
Plano Molding Co. (target), a manufacturer of plastics, was acquired by Plano Holding, an affiliate of the Ontario Teachers’ Pension Plan Board (buyer), from Tinicum Capital Partners (seller). ...more
Transaction expenses, including fees for legal counsel, accountants, financial advisors, brokers and other third parties, are an ineluctable aspect of mergers and acquisitions. The ability of parties to deduct at least a...more
In a lawsuit filed yesterday against esports entertainment organization, FaZe Clan, Turner Tenney (“Tfue”), a twenty-one year old professional gamer and streamer alleges that the exploitation of young, unsophisticated content...more
The California Department of Business Oversight has enacted final rules to implement an exemption from broker-dealer registration licensing requirements in California for individuals acting as “finders” in securities...more
As you probably heard, Morgan Stanley will be moving to a level compensation approach for its 401(k) advisors. So this means it will do away with commission payments and finder’s fees (for recommending record-keeping...more
The Securities and Exchange Commission (SEC) has just published three new decisions in connection with administrative proceedings against two well known immigration lawyers, as well as against a third lawyer. One party has...more
In 2012, we wrote about the risky business of immigration lawyers accepting finder’s fees for selling limited partnership interests in EB-5 deals. For the past several years, securities law violations have been part and...more
This interesting, but atypical case, involves one of the many possible issues that can arise from the use of unlicensed finders to raise securities. Five years ago, Daniel Azouri met Marvin Lipschultz at the Cannes...more
In Lockwood Financial Ltd. v. China Blue Chemical Ltd., the British Columbia Supreme Court (BCSC) ruled that it does not have the territorial jurisdiction to order a foreign company to give documentary evidence in a...more
In two recent opinions, the U.S. Court of Appeals for the Fourth Circuit substantially limited the potential scope of liability under the Maryland Finder’s Fee Act. Applying the plain language of the statute, the Fourth...more
Your good client, Avery Phillips, Chairman of the Board, calls you because he is considering engaging a friend, Tepper, to identify potential investors for his company. Phillips explains that Tepper has extensive business...more
Last month, Ballard Spahr attorneys Gary C. Tepper and Daniel J. Tobin filed an amicus brief for the Mortgage Bankers Association in the U.S. Court of Appeals for the Fourth Circuit in Petry et al. v. Prosperity Mortgage Co.,...more
The Supreme Court of Canada has just decided to hear a commercial arbitration case arising from a finder’s fee dispute in the mining industry. The legal issues in the appeals — plural — go to the heart of the relationship...more