Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments

Mr. Lacarrubba is a partner in the firm’s Asset Management and Investment Funds practice, with a focus on broker-dealer regulatory, compliance, operational and transactional matters. His practice includes advising broker-dealers on a broad array of corporate, regulatory, transactional, and operational matters and proprietary trading firms, hedge funds, registered investment companies and other financial institutions on their interactions with broker-dealers and various aspects of financial market regulation and trading practices. Mr. Lacarrubba also has extensive experience counseling sell-side institutions on matters arising under the rules of the SEC, FINRA, and all major US registered securities exchanges, including alternative trading system (ATS) regulation, best execution compliance, Regulation SHO, Regulation M, Regulation NMS, the Market Access Rule, net capital (15c3-1) and customer protection (15c3-3) rules, and regulatory reporting obligations (e.g., Consolidated Audit Trail (CAT), Electronic Blue Sheet (EBS), Trade Reporting and Compliance Engine (TRACE), Trade Reporting Facility (TRF), and Large Option Position Reporting (LOPR). In addition to advising broker-dealers on regulatory requirements and assisting with the development of their supervisory procedures and risk management practices, he routinely represents broker-dealers in SEC, FINRA and exchange investigations and exams involving complex regulatory or trading issues and on various corporate and transactional matters, such as negotiating agreements and the FINRA new member (NMA) and continuing member (CMA) application processes.   

Ms. Rohrer concentrates her practice in securities broker-dealer regulatory, compliance, enforcement defense, litigation and arbitration matters in the financial services and fintech industries. She advises emerging and established companies on the development, regulation and operation of funding portals, capital raising platforms and trading platforms, including in connection with angel investing, crowdfunding, in the private and public securities markets. Ms. Rohrer’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization membership, cross border transactions and chaperoning of foreign broker-dealers (under SEC Rule 15a-6). She also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues. Ms. Rohrer is a leader in the M&A Broker space as one of the six lawyers who authored the request to the SEC for No-Action relief for mergers and acquisition brokers—the M&A Brokers No-Action Letter. The M&A Brokers Letter allows M&A brokers to receive transaction-based compensation without registering as securities brokers with the SEC.