Securities Exchange Act, Exemptions

The Corporate Transparency Act: Are You Ready?

Dorsey & Whitney LLP on 1/31/2024

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more

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

Morrison & Foerster LLP on 7/6/2023

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

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

Latham & Watkins LLP on 5/25/2023

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

M&A Broker Exemption Update‎

Locke Lord LLP on 5/25/2023

We are updating our March 6, 2023 QuickStudy that discussed the new statutory exemption under section 15(b)(13) of the Securities Exchange Act of 1934 from broker registration that allows unregistered M&A advisers to provide...more

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

Mayer Brown Free Writings + Perspectives on 4/14/2023

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

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

Greenbaum, Rowe, Smith & Davis LLP on 3/15/2023

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

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

Nelson Mullins Riley & Scarborough LLP on 2/21/2023

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

Out of Scope - Exemptions from the Corporate Transparency Act

Willcox & Savage on 2/7/2023

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

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

Goodwin on 1/30/2023

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

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

Whitman Legal Solutions, LLC on 10/31/2022

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

Key Considerations for Issuers and Potential Finders Under the SEC’s Proposed “Finder” Exemption from Broker Registration

Burns & Levinson LLP on 1/25/2021

In our first installment of this two-part “mini-series” on finders, we outlined the Securities and Exchange Commission’s proposed conditional exemption (“Proposed Exemption”) to permit unregistered brokers – or “finders” – to...more

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

Foley Hoag LLP - Public Companies & the Law on 1/4/2021

• 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

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

Mintz - Securities & Capital Markets... on 11/13/2020

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

Revenge of the Rat Pack; SEC Proposes Finders Exemption

Polsinelli on 11/5/2020

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

SEC Proposes Exemptive Relief for Finders

Morgan Lewis on 10/30/2020

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

SEC proposes exempting certain finders from broker registration

Eversheds Sutherland (US) LLP on 10/29/2020

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

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

Cole Schotz on 10/22/2020

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

SEC Proposes Exemptive Relief for Finders

Faegre Drinker Biddle & Reath LLP on 10/22/2020

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

SEC Proposes Broker Registration Exemption for Certain "Finders"

Baker Donelson on 10/20/2020

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

SEC Proposes Conditional Broker Exemption For Finders

Lowenstein Sandler LLP on 10/20/2020

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

Permitted Finder Activities: SEC Proposes Long-Awaited Exemption

White & Case LLP on 10/15/2020

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

SEC Proposes Exempting Finders, Subject to Compliance Obligations

Akin Gump Strauss Hauer & Feld LLP on 10/14/2020

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

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

K&L Gates LLP on 10/14/2020

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

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders

Cozen O'Connor on 10/14/2020

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

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

Dorsey & Whitney LLP on 10/13/2020

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

Securities Exchange Act › Exemptions

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