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Industry Spotlight > Broker Dealers

SEC’s Peirce Wants ‘Finder’ Capital Raising Rule

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Hester Peirce, the newest Republican commissioner at the Securities and Exchange Commission, wants the agency to create a regulatory regime for “finders” in small-business capital formation transactions.

Lack of regulations for finders who help small businesses identify potential investors to help raise capital has been “a problem for some time,” Peirce said Friday at the SEC Speaks conference in Washington, which is sponsored by the Practising Law Institute.

As it stands now, such finders must be registered as broker-dealers, despite the fact that it’s “not the main job of those associates,” said Peirce, adding that she’d like to explore setting up “a regulatory regime that works for them.”

Lawyers, for instance, can act as finders for capital. “Because it’s not their main business, they’re not going to want to register” as broker-dealers, Peirce told ThinkAdvisor after her remarks at the conference. The “goal would be to set up a regime so that these people who are engaged in this on the side don’t have to register as full broker-dealers,” she added. Devising such a strategy is “something that’s on my agenda to work on.”

The SEC’s Advisory Committee on Small and Emerging Companies sent a proposal to SEC Chairman Jay Clayton last May setting out steps the agency could take regarding the regulation of finders and other intermediaries in small-business capital formation transactions.

“Significant uncertainty” exists in the marketplace about what activities require broker-dealer registration under Section 15 of the Securities Exchange Act of 1934, the committee told Clayton.

“Companies that want to play by the rules struggle to know in what circumstances they can engage a ‘finder’ or platform that is not registered as a broker-dealer,” the committee said.

Interested parties, the committee said, “have urged the Commission and its staff to take steps to address this ambiguity,” citing the “inadequate actions” taken thus far “been limited to staff interpretations, such as no-action letters.”

Such interpretations, the committee said, “do not have the weight of Commission action” and have limited utility and are “very limited” in their scope.


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