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Broker-Dealer No-Action Letters

Goodwin

Paying for Buy-Side Investment Research: New Rules Ease the US-UK Divide

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In our previous alert, Paying for Buy-Side Investment Research: Will the FCA’s Third Way Ease the US-UK Divide?, we discussed the consultation issued by the Financial Conduct Authority (FCA) on proposed rules on payment...more

Davis Wright Tremaine LLP

Broker Dealer Regulatory Digest - February 2024 - 2

Editor's Note The following newsletter provides a roundup summarizing enforcement actions, guidance, rulemakings, and other public statements taken by a federal and/or state financial services regulatory agency, specifically...more

Davis Wright Tremaine LLP

Broker Dealer Regulatory Digest - September 2023

Editor's Note - The following newsletter provides a roundup summarizing enforcement actions, guidance, rulemakings, and other public statements taken by a federal and/or state financial services regulatory agency,...more

Seward & Kissel LLP

Expiration of SEC Staff’s No Action Letters Providing Relief to Broker-Dealers Regarding MiFID II Research Requirements

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Expiration of SEC Staff’s No Action Letters Providing Relief to Broker-Dealers Regarding MiFID II Research Requirements - On July 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) let expire a long-standing...more

Venable LLP

Finders and Unregistered Broker-Dealers

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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

Latham & Watkins LLP

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

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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

Morrison & Foerster LLP

SEC Withdraws M&A Brokers No-Action Letter, Forcing Financial Advisers to Larger Private Companies to Register as Broker-Dealers

Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more

Perkins Coie

SEC Staff Withdraws 2014 Letter in Response to Federal M&A Broker Exemption

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A new development has emerged in the series of changes to the regulation of finders (i.e., persons that receive compensation for making an introduction leading to a securities transaction) and mergers and acquisition brokers...more

Miller & Martin PLLC

Registration Exemption for Merger and Acquisition Brokers - SEC Withdraws No-Action Letter Option

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In the client alert dated January 27, 2023, we described a recently enacted federal exemption (the “Exemption”) from SEC registration for Merger and Acquisition Brokers which meet the qualifications of amended Section 15(b)...more

DarrowEverett LLP

New M&A Broker Exemption: To Be Or Not To Be, That Is The Question

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On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more

Steptoe & Johnson PLLC

New Federal M&A Broker Exemption

On December 29, 2022, President Biden signed the Consolidated Appropriations Act of 2023 (H.R. 2617) into law, providing a federal statutory exemption from securities law broker registration for merger and acquisition (M&A)...more

Pullman & Comley, LLC

Congress Enacts Statute Exempting “M&A Brokers” From Registration as Brokers or Dealers

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Effective March 29, 2023, certain small business brokers will be exempted from registering with the Securities and Exchange Commission (the SEC). The new law was signed into effect on December 29, 2022, as part of the...more

Morgan Lewis - All Things FinReg

Congress Codifies SEC Staff's M&A Broker No-Action Letter ... With a Tweak

As many are aware, Congress passed its own version of the US Securities and Exchange Commission (SEC) staff’s mergers and acquisitions (M&A) broker no-action letter in December 2022, creating a new exemption from broker...more

Morrison & Foerster LLP

A New Federal Exemption for M&A Brokers

Brokers who specialize in the sale or purchase of private companies (“M&A Brokers”) have long been an uncomfortable fit under the rules applying to securities broker-dealers. M&A Brokers typically provide advisory services to...more

Seward & Kissel LLP

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

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On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Kramer Levin Naftalis & Frankel LLP

SEC Staff Provides Relief From Rule 15c2-11 Public Financial Statement Disclosure Through Jan. 5, 2025

On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more

Cadwalader, Wickersham & Taft LLP

Rule 15c2-11 Update: The SEC Provides Temporary Relief for Fixed Income Rule 144A Securities Until January 4, 2025

The SEC’s Division of Trading and Markets issued a new no-action letter yesterday that removes the requirement that Rule 144A information be made publicly available prior to a broker-dealer publishing a quotation or...more

Goodwin

FINRA Sheds Light on Path to Digital Asset Security Broker Registration

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Interest in engaging in a crypto business seems to be at an all-time high, including doing so in or through regulated and compliant businesses in traditional financial services firms. Brokers-dealers sit atop that list....more

Morgan Lewis

SEC Staff Pulls Rug Out From Under ‘Hard Dollar’ Research Arrangements

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The staff of the US Securities and Exchange Commission division of Investment Management announced that it would allow its October 26, 2017 no-action letter to SIFMA to expire on July 23, 2023—raising questions about the...more

Goodwin

Time’s Up! Broker-Dealers Must Comply with the Customer Protection Rule When Borrowing Customer Securities

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On April 16, 2021, the staff of the SEC Division of Trading and Markets reminded broker-dealers borrowing fully paid and excess margin securities from their customers (FPL programs) that they are obligated to comply with...more

JAMS

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

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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

Dechert LLP

SEC Staff Issues No-Action Letter Regarding Digital Asset Securities Trading on ATS Platforms

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The Staff of the Securities and Exchange Commission’s Division of Trading and Markets (Staff) issued a no-action letter to the Financial Industry Regulatory Authority on September 25, 2020 (Letter), in which the Staff stated...more

Morrison & Foerster LLP

New Life For Finders?

Background- For many years, small businesses and other private issuers have struggled to connect with investors when seeking to raise capital in a private offering. The amount of money being raised was sometimes too small...more

Latham & Watkins LLP

Settlement of Digital Asset Trading Just Got Easier

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SEC relief streamlines noncustodial settlement of digital asset trades, but broker-dealer custody is still off-limits. On September 25, 2020, the US Securities and Exchange Commission (SEC) issued a no-action letter (the...more

Perkins Coie

SEC Staff Provides Relief on the Role of ATSs in the Settlement of Digital Asset Security Trades

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The staff (“Staff”) of the Division of Trading and Markets of the U.S. Securities and Exchange Commission (SEC) issued a no-action letter (NAL) at the request of the Financial Industry Regulatory Authority (FINRA) on...more

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