Funding Platforms for Rule 506 Offerings: Navigating Broker-Dealer Registration Exemption for Investment Advisers and Issuers

Investment advisers operating funding platforms for Rule 506 offerings often face the question of whether they need to register as broker-dealers.

Moreover, the JOBS Act contains an express exemption from broker-dealer registration that the SEC has interpreted narrowly. However, the agency has provided some guidance on how an investment adviser funding platform can be structured to meet legal standards in its no-action letters to AngelList and FundersClub.

Listen as our authoritative panel of securities attorneys analyzes the question of whether investment advisers operating funding platforms for Rule 506 offerings must register as broker-dealers. The panel will discuss the SEC’s guidance on the issue in their no-action letters to AngelList and FundersClub. The panel will also address the broker dealer registration requirements, the issuer exemption and the Investment Adviser’s Act.

1. Analysis of JOBS Act exemption from broker-dealer registration and broker-dealer registration generally
2. Analysis of the issuer exemption of the Investment Advisers Act
3. Analysis of SEC no-action letter
4. Key take-aways for moving forward.

The panel will review these and other key issues:

• Scope of JOBS Act exemption from broker-dealer registration
• When broker-dealer registration is required
• Take-aways from SEC’s no-action letters to AngelList and FundersClub
• Discussion of the issuer exemption and Investment Adviser’s Act.