News & Analysis as of

Transaction-Based Compensation

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

DarrowEverett LLP on

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

UB Greensfelder LLP

When It Comes To Paying Commissions Only To Registered Persons, You Can’t Do Indirectly What You Can’t Do Directly. Or Can You?

UB Greensfelder LLP on

Let’s talk about commissions today. Or, as they are sometimes referred to, transaction based compensation. Specifically, who can receive commissions. Actually, that’s not phrased correctly. The correct phrasing of this...more

Mintz - EB-5 Financing Viewpoints

Three Immigration Lawyers Sanctioned by the SEC for Brokering EB-5 Investments

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

Latham & Watkins LLP

SEC Fines Private Equity Adviser for Failing to Register as a Broker-Dealer

Latham & Watkins LLP on

The action may have significant implications for PE advisers performing brokerage services; highlights SEC’s focus on advisers receiving transaction-based compensation. On June 1, 2016, the Securities and Exchange...more

Latham & Watkins LLP

Proposed Section 409A Deferred Compensation Regulations Offer Helpful Clarifications of Current Rules

Latham & Watkins LLP on

Treasury Department and IRS issue proposed regulations to address certain specific provisions of the existing Section 409A regulations. On June 21, 2016, the Department of the Treasury and the Internal Revenue Service...more

Cozen O'Connor

SEC Settles with Private Equity Fund Adviser Charged with Acting as an Unregistered Broker

Cozen O'Connor on

A recent Securities and Exchange Commission (SEC) settlement order highlights the importance that the SEC has placed on the issue of broker-dealer registration for the private equity industry. On June 1, 2016, the SEC...more

Skadden, Arps, Slate, Meagher & Flom LLP

"SEC Charges Private Equity Fund Adviser as an Unregistered Broker"

On June 1, 2016, the Securities and Exchange Commission (the "SEC") accepted a settlement offer from a registered investment adviser of private equity funds, and its founder, principal and managing member. The settlement...more

Stinson - Corporate & Securities Law Blog

SEC Charges Private Equity Advisor for Acting as an Unregistered Broker

The SEC has charged a registered private equity fund adviser and its principal for receiving transaction-based compensation for the provision of brokerage services in connection with the acquisition and disposition of...more

Proskauer Rose LLP

Broker-Dealer Beat - June 2015: Foreign Finders

Proskauer Rose LLP on

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

Jackson Walker

SEC Issues No-Action Letter Regarding Treatment of Certain Unregistered M&A Broker-Dealers

Jackson Walker on

The staff of the Securities and Exchange Commission's Division of Trading and Markets (the "Staff") recently issued a no–action letter (the "Letter")1 that provides significant new guidance with respect to the involvement of...more

Perkins Coie

SEC Relief For "M&A Brokers:" Not Required To Register As Broker-Dealers

Perkins Coie on

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership...more

Dechert LLP

Recent SEC Actions Focus on Broker-Dealer Activity of Private Funds, Highlight Perils, and Generate Controversy

Dechert LLP on

A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more

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