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Category Archives: Broker-Dealer Registration

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House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

Posted in Broker-Dealer Registration, Communications, General Solicitation, Regulation D, Research

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015.  The HALOS Act directs the SEC to amend Regulation D under the Securities Act to make the prohibition against general solicitation or general advertising inapplicable to… Continue Reading

FinCEN Proposes to Amend Definition of Broker-Dealer in Securities to Include Funding Portals

Posted in Broker-Dealer Registration, JOBS Act News, SEC News

The Financial Crimes Enforcement Network (FinCEN) proposed to amend the Bank Secrecy Act’s (BSA) definition of “Broker or Dealer in Securities” to include funding portals  in order to ensure that funding portals implement policies and procedures reasonably designed to achieve compliance with the BSA requirements, including the filing of suspicious activity reports, currently applicable to… Continue Reading

SEC Grants Relief for Private Company M&A Brokers

Posted in Broker-Dealer Registration, SEC News

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not register as a broker-dealer. The no-action letter, as revised on February 4, 2014, may be found here: http://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf. This no-action letter departs… Continue Reading

Broker-Dealer Registration Requirements for Funds; Requirements for Funding Portals

Posted in Broker-Dealer Registration

David Blass, Chief Counsel of the SEC’s Division of Trading and Markets recently addressed the ABA’s membership at its annual meeting, and commented on the need to consider closely whether certain private funds, finders and other intermediaries should register as broker-dealers.  Following the SEC Staff’s recent no-action letters to AngelList and FundersClub, Blass’s comments are… Continue Reading

AngelList Receives No-Action Letter Guidance

Posted in Broker-Dealer Registration

The Division of Trading & Markets also issued no-action letter guidance to AngelList in which the Staff indicated that it would not recommend enforcement action for failure to register as a broker-dealer if AngelList and its affiliates were to establish an internet-based platform to facilitate angel investing by accredited investors.  An affiliate of AngelList that… Continue Reading

FundersClub Obtains Broker-Dealer Registration No-Action Relief

Posted in Broker-Dealer Registration, Crowdfunding, Private Placements, Rule 506, SEC News

On March 26, 2013, the SEC’s Division of Trading and Markets provided no-action relief to FundersClub Inc. and FundersClub Management LLC, indicating that the Division would not recommend enforcement action under Section 15(a)(1) of the Exchange Act if FundersClub and FundersClub Management LLC operated a platform through which its members could participate in Rule 506… Continue Reading

New JOBS Act-related Broker-Dealer FAQs Published

Posted in Broker-Dealer Registration

The Staff of the SEC’s Division of Trading and Markets recently published a series of FAQs addressing certain broker-dealer matters arising in connection with Title II of the JOBS Act.  The FAQs are available here:  http://www.sec.gov/divisions/marketreg/exemption-broker-dealer-registration-jobs-act-faq.htm. Title II of the JOBS Act formalizes the guidance that has been provided by the SEC in various no-action… Continue Reading

ABA Task Force Tries Again on “Finder” Issue

Posted in Broker-Dealer Registration

For several years, a task force within the Business Law Section of the American Bar Association has tried to get the attention of federal and state regulators to address an issue that comes up from time to time in private placements and even in an occasional public offering.  What do you do about a person… Continue Reading