Buzz Archive:
SEC Staff Issues Denial Of No-Action Request Regarding Broker-Dealer Registration

by Sean O'Malley, Goodwin Procter LLP , 8/30/2007

The staff of the SEC's Division of Market Regulation issued a letter to Hallmark Capital Corporation ("Hallcap") denying Hallcap's request for no-action relief regarding the requirement to register with the SEC as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). Hallcap stated in its request letter that the financial services it currently provides to companies fall within three general categories:

• assisting small businesses in raising equity and debt capital;
• assisting small businesses with mergers and acquisitions;
• and providing issuers with strategic business consulting services.

If you (as an issuer) or your portfolio company are raising capital through a broker-dealer (or an unregistered finder), read the update from Sean O'Malley, attorney at Goodwin Procter LLP as he reviews legal developments of note.