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July 16, 2012

Re: Merger and Acquisition Activities of Foreign Firms in Reliance on Exchange Act Rule 15a-6. The SEC issued a moderately significant no-action letter permitting non-U.S. broker-dealers to rely on Rule 15a-6 in connection with private M&A transactions involving U.S. corporates with over $100 million in total assets. I describe the letter as only moderately significant since the market does not generally comply with Rule 15a-6 in private transactions (and thus, as a practical matter, the letter is not a liberalization) and it is not clear how smaller U.S. corporates will be able to engage non

November 27, 2012

The SEC charged four financial services firms based in India for providing brokerage services to institutional investors in the U.S. without registering under the federal securities laws. The four firms agreed to pay more than $1.8 million combined to settle the SEC’s charges. According to the Orders, the firms engaged with U.S. investors in the following ways despite being unregistered broker-dealers: Sponsored conferences in the U.S. Had employees travel regularly to the U.S. to meet with investors. Traded securities of India-based issuers on behalf of U.S. investors Participated in

February 05, 2013

The SEC Division of Trading and Markets has provided guidance on the exemption from broker-dealer registration in Title II of the JOBS Act. The SEC is also soliciting public comments on regulatory initiatives under the JOBS Act. Responses to Frequently Asked Questions: Question 1.Can I rely on the exemption from broker-dealer registration in Securities Act Section 4(b) [the exemption from the definition of "broker-dealer" for the provision of an online trading platform without compensation] before the SEC adopts rules to eliminate the ban in Rule 506 on general solicitation? Answer.Yes. The

March 23, 2013

The SEC's Division of Trading and Markets issued a series of FAQs on SEC Rule 15a-6, which provides an exemption from SEC registration for non-U.S. broker-dealers conducting limited securities activities using U.S. jurisdictional means. The FAQs address several important aspects of the Rule, including: Research to Majors: The FAQs confirm that non-U.S. broker-dealers may distribute research directly to "major U.S. institutional investors" ("Majors") under Rule 15a-6(a)(2) without any involvement of an SEC-registered broker-dealer. The FAQs further note that where the non-U.S. firm has an

April 08, 2013

David W. Blass, Chief Counsel of the SEC Division of Trading and Markets, delivered a speech discussing when a firm or individual is required to register with the SEC as a broker-dealer, with particular application to private funds. David Blass discussed two broker-dealer issues relevant to funds: (i) are the fund's employees who talk to potential new investors in the fund effectively acting as securities "brokers" who should be registered as such (or affiliated with a firm that is registered as such) (the "Marketing Issue"); and (ii) in the private equity/venture world, is an advisor who puts