Robert Boresta, of counsel in Winston & Strawn's New York office, led an interactive webinar entitled, "Recent Developments in Broker/Dealer Regulation," on July 20 at 1:30 p.m. (Eastern).
On April 20, 2010, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 10-22 (Notice) to remind broker-dealers of their obligations to comply with FINRA's rules governing suitability, communications and supervision when they recommend securities offered under Regulation D. The Notice signals that FINRA will be seeking to more aggressively enforce its rules relating to Regulation D offerings against its members that are acting as placement agents or selling agents. Mr. Boresta discussed the Notice, including the background issues that led to its adoption, and case law and interpretive guidance that relate to a broker-dealer's diligence obligations under the federal securities laws.
The issue of whether or not to register as a broker-dealer for a finder, merger and acquisition adviser, and/or other market intermediary is one that often arises. The SEC has issued a series of no-action letters and provided interpretative material on this topic. Yet, confusion persists in the marketplace as to whether anyone may act as a finder without having to register with the SEC as a broker-dealer. Many small business issuers of securities rely on such unregistered intermediaries to fill a void in capital raising that broker-dealer firms are not interested in filling. However, there are risks associated with the use of unregistered intermediaries. Mr. Boresta discussed recent SEC no-action letters and the risks associated with using unregistered financial intermediaries.
This webinar was of great interest to broker-dealers and issuers of securities in private placements.
Mr. Boresta concentrates his practice in broker-dealer, investment management, and financial services regulation and compliance.