Episode 10 July 20, 2026 5:15 Full transcriptFinders, Consultants, and the Unregistered Broker-Dealer Problem
Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors. But under federal securities laws, the person’s title does not control the legal analysis.…
What this episode covers
Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors. But under federal securities laws, the person’s title does not control the legal analysis.…
- Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors.
- But under federal securities laws, the person’s title does not control the legal analysis.
- What matters is what that person actually does—and how they are paid.
- In this episode, securities attorney and former SEC enforcement attorney Frederick M.
- Lehrer explains why seemingly informal capital-raising arrangements may constitute unregistered broker activity.
Full Transcript
Finders, Consultants, and the Unregistered Broker-Dealer Problem
Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors. But under federal securities laws, the person’s title does not control the legal analysis. What matters is what that person actually does—and how they are paid.
In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains why seemingly informal capital-raising arrangements may constitute unregistered broker activity. He discusses the warning signs regulators examine, including investor solicitation, investment recommendations, participation in negotiations, handling documents or funds, and transaction-based compensation.
The episode also explains an important distinction for issuers: qualifying for a private-offering exemption, including Regulation D, does not automatically permit an unregistered intermediary to sell the securities.
Topics include:
The central lesson is simple: broker-dealer status is determined by substance, not labels. Companies should evaluate an intermediary’s registration status, activities, compensation, communications, and supervisory controls before capital-raising work begins.
This podcast is provided for general educational purposes only and does not constitute legal advice.
Learn more: SecuritiesAttorney1.com
Host Bio
Frederick M. Lehrer is a securities attorney and former enforcement attorney with the U.S. Securities and Exchange Commission. He advises companies on securities offerings, going-public transactions, SEC filings and reporting, Regulation A, private placements, disclosure compliance, and responses to SEC comment letters.
Drawing on his experience inside the SEC and more than two decades in private practice, Lehrer helps issuers structure transactions and prepare disclosures with an understanding of how regulators evaluate compliance, risk, and investor protection in practice.
He hosts Inside Securities Law with Frederick M. Lehrer, an educational podcast examining the legal and regulatory issues companies encounter when raising capital, making disclosures, and operating within the federal securities-law framework.
This transcript is published for general information only. It is not legal advice, and listening to or reading it does not create an attorney-client relationship.
Authoritative Sources
- 17 C.F.R. §§ 230.500–230.508 — Regulation D — Electronic Code of Federal Regulations
- SEC Investor Bulletin: Accredited Investor Definition — U.S. Securities and Exchange Commission
- 17 C.F.R. §§ 230.251–230.263 — Regulation A — Electronic Code of Federal Regulations
- SEC: Regulation A Offering Guidance for Small Businesses — U.S. Securities and Exchange Commission
- SEC Form S-1 — Registration Statement Under the Securities Act — U.S. Securities and Exchange Commission
- 17 C.F.R. Part 229 — Regulation S-K — Electronic Code of Federal Regulations
Primary sources are cited so readers can verify the law directly. Rules and staff guidance change; see our editorial and corrections policy to report an error or an outdated citation.