BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, July 8, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will analyze the legal pitfalls for securities issuers who utilize unregistered brokers and "finders" to solicit investors. The panel will provide an overview on activities that require broker-dealer registration, permissible activities, and state law considerations for finders, recent case law against unregistered dealers, and the recent federal decision vacating the SEC's rules expanding the definitions of "dealer" and "government securities dealer."

Faculty

Eden L. Rohrer
Of Counsel
K&L Gates Llp - Washington

Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis, registration, compliance, and enforcement defense. She represents a broad range of clients in connection with traditional broker-dealer activities and activities involving new technologies such as digital assets, cryptocurrencies, utility tokens, NFTs, distributed ledger technology, digital wallet providers, DeFi applications and protocols and Web3-related businesses. Ms. Rohrer’s broker-dealer practice includes the assessment of whether proposed activities require broker-dealer registration or qualify for an exemption. For decades, she has successfully shepherded firms through the FINRA new membership application process and the FINRA continuing membership application process to obtain approval for changes of ownership and control.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Derek Lacarrubba
Partner
K&L Gates Llp - New York

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Historically, the SEC has not been aggressive in bringing enforcement actions for broker-dealer registration violations, except in cases involving certain types of disfavored conduct and more recently against participants involved in the cryptocurrency industry. The SEC under the current administration, however, has been dismissing those cases and has been reducing its enforcement efforts across the board.

Additionally, the SEC's 2024 rulemaking to expand the definitions of "dealer" and "government securities dealer" (the "Dealer Rule") was vacated on Nov. 21, 2024, in two cases before the District Court for the Northern District of Texas and the SEC recently withdrew its Fifth Circuit appeal. This means that the pre-Dealer Rule status quo on dealer registration remains intact for now.

Fund managers and companies can be subject to SEC enforcement actions for aiding and abetting a finder's violation of the broker-dealer registration requirements. Besides SEC sanctions, the use of an unregistered broker-dealer brings the risk of rescission under federal and state securities laws, state regulatory actions, and contractual violations with investors and counterparties. Involving finders in capital raising thus carries significant risks, and there are only limited exemptions for finder activities.

Outline

I. Securities laws applicable to activities of unregistered broker-dealers

II. SEC rulemaking in this area and the Fifth Circuit’s decision vacating the rules

III. Implications of the court's decision and vacation of the rules

IV. Finders under various states' laws

V. Finder-related exemptions

VI. Regulatory enforcement actions

VII. Practitioner pointers and key takeaways

Benefits

Derek N. Lacarrubba, Partner at K&L Gates and Eden L. Rohrer, Of Counsel at McIntyre & Lemon, will review these and other key issues:

  • Activities requiring broker-dealer registration with the SEC and FINRA
  • Legal pitfalls for issuers who use unregistered broker-dealers in capital-raising efforts
  • Permissible activities for finders and unregistered brokers
  • SEC enforcement against unregistered dealers
  • SEC broker-dealer enforcement cases in the cryptocurrency industry
  • The status of the SEC's amendments to the dealer rule
  • Practitioner pointers and key takeaways