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
Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and...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
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
SEC Proposes Streamlined Shareholder Reports for Retail Investors - On August 5, 2020, the Securities and Exchange Commission (SEC) announced a proposal to modify the mutual fund and exchange-traded fund (ETF) disclosure...more
On October 7, 2020, the Securities and Exchange Commission (SEC) proposed to address long-standing questions regarding the applicability of the broker registration requirements to finders for small and emerging businesses....more
Earlier this month, the SEC proposed an order that would exempt “Finders” — individuals who connect private issuers with accredited investors — from federal broker registration requirements, provided that certain conditions...more
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
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
Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors...more
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
On October 8, 2020, the Securities and Exchange Commission (the "SEC") voted to propose a new limited conditional exemption from broker registration requirements for "finders." The SEC's press release is accessible here....more
On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more
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
On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted to propose a new limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange...more
This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more
Many startups engage third-party consultants, or “finders”, to make introductions to potential investors. Startup founders generally have a technical background, and may lack meaningful connections in the finance/venture...more
The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more
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