For first-time founders, family offices, business owners, and dealmakers, navigating private transactions often brings up a tricky gray area: When does an introduction cross the line into regulated broker activity?
Because Congress has never defined the term “finder” and the SEC has never adopted a formal finder rule, market participants often rely on outdated assumptions, informal labels like “finder’s fee” or “consulting fee,” or fact-specific staff no-action letters. Misjudging these rules can lead to unenforceable fee agreements, civil penalties, and unwanted regulatory scrutiny.
To help companies, investors, and intermediaries understand where the boundaries lie, our firm has released Finders, M&A Brokers and Broker-Dealer Registration: A Practical Guide (October 2026 Update) by Brenda Hamilton, Esq.
What the Guide Covers:
- The Finder Dilemma: How courts and the SEC weigh factors like transaction-based pay, solicitation, and regularity of activity (including a look at SEC v. Kramer and the ongoing 2026 reform push).
- The Statutory M&A Broker Exemption (Section 15(b)(13)): The rules, size thresholds (EBITDA under $25 million or revenues under $250 million), and nine prohibited activities for qualifying control transactions.
- Buy-Side Intermediaries: What happens when an investor hires an intermediary to locate targets, and how Investment Advisers Act risks come into play.
- Structuring Minority Investments: How a 30% stake can trigger the 25% control presumption to qualify for exemptions.
- State Law & Compliance Checklists: Why federal exemptions do not preempt state licensing rules, plus an eight-step review to protect your deals.
Download the Full Guide
Whether you are structuring a business sale, raising capital, or engaging an intermediary, getting the compliance right before the introduction is made is critical.