Lesson

Finders are individuals or entities that help connect issuers with potential investors, often in exchange for a fee. They play a crucial role in capital raising, but their activities are subject to various rules and regulations to ensure transparency and protect investors.

Practice Question #1

Which of the following best describes a finder's role in the securities industry?

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Terms

Finder:
An individual or entity that connects issuers with potential investors, often in exchange for a fee.
Issuer:
A company or entity offering securities for investors.
Finder's Fee:
A fee paid to a finder for successfully connecting an issuer with an investor.
Unregistered Finder:
A finder who is not registered with the appropriate regulatory authorities may be penalized for engaging in unregistered activities.

Practice Question #2

Which of the following is NOT a requirement for an accredited investor?

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Do Not Confuse With

Underwriter:
A financial institution that helps issuers bring securities to market by purchasing them and reselling them to investors.
Placement Agent:
A broker-dealer that helps issuers raise capital by placing securities with investors, often in private placements.

Practice Question #3

What is the primary difference between a finder and a placement agent?

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Historical Example

In the early 2000s, a group of unregistered finders was involved in a scheme to defraud investors by promoting fraudulent private placements. The finders received substantial fees for their efforts, but the investments were worthless. This case led to increased scrutiny of finders and their activities, resulting in new regulations to protect investors.

Practice Question #4

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Real-World Example

A technology company is seeking to raise capital to fund its growth. The company engages a finder to help identify potential investors interested in purchasing its securities. The finder connects the company with several accredited investors, who ultimately invest in the company's private placement. The finder receives a fee for their services.

Practice Question #5

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Rhyme

Finders find the funds we need, connecting issuers with investors indeed. But regulations they must heed, to ensure transparency and prevent greed.

Practice Question #6

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More Detail

- *Finders*: Finders are individuals or entities that help connect issuers of securities with potential investors. They are not registered as broker-dealers but may receive compensation for their services. - *Rules Finders must abide by*: Finders must follow specific rules and regulations set forth by the Securities Act of 1933 and the Securities Exchange Act of 1934. These rules include not engaging in negotiations, not providing investment advice, and not handling customer funds or securities.

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More Detail Examples

- *Finders*: A retired investment banker who introduces a startup company seeking capital to a group of potential investors without providing investment advice or handling any funds would be considered a finder. - *Rules Finders must abide by*: The finder in the example above must not participate in negotiating the terms of the investment, provide advice on the merits of the investment, or handle any funds or securities related to the transaction.

Practice Question #8

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Pitfalls to Remember

- *Finders vs. Broker-Dealers*:
Finders must be cautious not to engage in activities that would require them to register as broker-dealers, such as providing investment advice or handling customer funds. Engaging in such activities without proper registration can result in penalties and fines.

Practice Question #9

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