On June 28, 2024, the Securities and Exchange Commission (“SEC”) filed a complaint alleging that Consensys Software, Inc. (“Consensys”), the developer of the MetaMask self-hosted wallet, acted as an unregistered broker...more
The SEC has charged a leading developer on the Ethereum blockchain with engaging in the unregistered offer and sale of certain securities through a “liquid staking” program and with failing to register as a broker in...more
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
Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Fifth Circuit’s stay of the SEC’s recent adoption of...more
In July of this year, we wrote about a fraud action involving the EB-5 Immigrant Investor Program (“EB-5 Program” or “Program”) (here). Under the EB-5 Program, investors are eligible for permanent residency status in the U.S....more
The US Securities and Exchange Commission (“SEC”) recently finalized sweeping new rules for private fund advisers (the “PFA Rules”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The PFA Rules...more
A broad array of financial market participants—mutual funds, private funds, insurers, pension funds, family offices, individuals, and more—may be at risk after the Securities and Exchange Commission (SEC) secured summary...more
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...more
New York AG Letitia James filed a lawsuit against Mek Global Limited and Phoenixfin PTE Ltd., both doing business as KuCoin, alleging that the cryptocurrency platform violated the Martin Act when it failed to register as a...more
On March 9, 2023, the New York State Attorney General’s Office (NYAG) filed a lawsuit charging crypto trading platform KuCoin for “failing to register as a securities and commodities broker-dealer and falsely representing...more
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
On June 24, the Commodity Futures Trading Commission (“CFTC”) sanctioned Starberry Limited, a Cyprus entity, for operating in the U.S. as an unregistered futures commission merchant (“FCM”) and ordered it to pay $1.3 million...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
The SEC Division of Examinations recently published its list of priorities for 2022. While it was a bit late compared to a typical year, the priorities letter provides a roadmap for firms to better understand where the...more
On March 28, 2022, the Securities and Exchange Commission (SEC) proposed new Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (Exchange Act) (collectively, the Proposed Rules). The Proposed Rules seek to...more
Garcia Case Highlights Necessity of Knowing Your Customer and Listening to Internal Fraud Watchdogs. The SEC’s recent Order against a broker-dealer (the “Firm”) imposed a $750,000 financial penalty for the Firm’s failure...more
New York AG Letitia James reached a settlement with Chinese-language news and social media company GTV Media Group and its parent company Saraca Media Group, Inc. (collectively, “GTV”) to resolve allegations that GTV sold...more
Conn Kavanaugh attorneys Andrew R. Dennington and Julie M. Muller recently secured a significant win for their client before the U.S. First Circuit Court of Appeals. The First Circuit affirmed that summary judgment properly...more
A recent US Securities and Exchange Commission (SEC) settled enforcement action that found that a hedge fund acted as an unregistered “dealer” has blurred the traditional line between dealers and traders. On August 17, 2021,...more
New York AG Letitia James moved to stop cryptocurrency trading platform Coinseed, Inc. (“Coinseed”) from allegedly executing unauthorized trades and acting as an unregistered commodity broker-dealer....more
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
At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more
A Securities and Exchange Commission (“SEC”) plan to create a registration exemption for certain finders has generated a mixed response. The nearly 90 comments received by the SEC by the November 12, 2020 close of the comment...more
The Commission frequently increases the rate at enforcement actions are filed in advance of the September 30th fiscal year end. That fiscal year end is followed by Congressional budget hearings where statistics are at least...more
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