In the US Finder or Broker Dealer?

[congregatio]

According to case law and SEC no-action letters, the following facts are typical of finders who would not need to register as a broker-dealer:

1. Introduces investors to issuers or their promoters without further involvement in discussions between the issuer and the investor(s) and without giving advice on the investment's structure or suitability;
2. Receives compensation for making introductions and the compensation is not tied to the success of the raising of capital (i.e., not a commission);
3. Assists in transactions that convey all of a business's equity securities or assets to a single purchaser or group of purchasers; and
4. Does not assist purchasers with obtaining financing, other than providing uncompensated introductions to third-party lenders or help with completing the paperwork associated with loan applications.

The following factors are typical of broker activity where the person involved may need to be a registered broker-dealer:

1. Participates in discussions and negotiations between the issuer and the potential investors;
2. Assists in structuring transactions;
3. Receives transaction-based compensation, i.e., a commission or some form of compensation that varies with the size or type of the resulting investment;
4. Engages in "pre-screening" potential investors to determine their eligibility to purchase securities;
5. Engages in "pre-selling" the issuance to gauge the level of interest;
6. Conducts or assists with the sale of securities;
7. Provides advice regarding the value of securities;
8. Locates issuers on behalf of investors;
9. Solicits new clients;
10. Disseminates quotes for securities or other pricing information;
11. Actively (rather than passively) finds investors;
12. Sends private placement memoranda, subscription documents, and due diligence materials to potential investors;
13. Advises on portfolio allocations to accommodate an investment;
14. Provides analyses of potential investments; and
15. Provides potential investors with confidential information identifying other investors and their capital commitments.

[anenro]

I assume this only applies to a U.S. resident or citizen offering financial services to another U.S. resident or citizen.
My question is: would this apply if a U.S. resident or citizen offered financial services to a citizen of another country and the transaction takes place outside the USA?

I am curious.

[Sapphire Capital]

yes because the US judges believe they can rule everywhere. The general connection is if is done with a US connection of any kind

[Sapphire Capital]

yes because the US judges believe they can rule everywhere. The general connection is if is done with a US connection of any kind

[anenro]

I just read my predecessor's comments. I believe the key word on the subject is, "selling securities."

[alanbond]

since the place of operation of a broker/dealer/finder is his place of business those with a center of living in the US have to work within US law