Payment of finders fees has long been a grey area of the law. Because the receipt of a fee or commission on the sale of property is a key element in the definition of a broker, the widespread practice of paying finder’s fees to unlicensed persons has always had a whiff of illegitimacy. In the context of real estate transactions, some courts have made a distinction between a finder and a broker, holding that if a finder merely introduces the two parties to a transaction, and does not participate in the negotiations or structuring of the transaction, then the finder is not a broker and therefore does not need to be licensed. In the context of securities transactions, the Securities and Exchange Commission (SEC) and the state securities regulators have not always taken consistent positions, and the ability of an unlicensed finder who introduces an investor to receive a commission has not always been clear. In a 1991 no-action letter (Paul Anka, July 24, 1991), the SEC allowed a finders’ exception where the finder only supplies his contact list., or makes an introduction, but does not participate in the negotiations. However, the scope of this position is unclear, where, say, the finder makes a regular business of introducing investors for a fee. California law was similarly uncertain, in that the definition of a securities “broker” covers any person “engaged in the business of effecting transactions in securities.” Finders have usually taken the position that they do not “effect” transactions in securities if they merely make introductions, but the issue has never been definitively addressed b the courts. Starting January 1, 2016, California has a new statute which allows the payment of finders fees by businesses raising investment capital. A “finder” is defined as a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 , to an issuer or an issuer to one or more accredited investors, solely for the purpose of a potential offer or sale of securities of the issuer in an issuer transaction in California. The statute imposes a number of conditions: the finder must be a natural person, not an entity; the transaction must be a sale of securities by an issuer of the securities in California; the size of the transactions for which the finder is engaged must not exceed a purchase price of $15 million in the aggregate; the finder must not: (a) participate in negotiating any of the terms of the transaction, (b) advise any party regarding the value of the securities or the advisability of purchasing or selling in the securities; (c) conduct any due diligence for any party to the transaction; (d) sell any securities that are owned directly or indirectly by the finder; (e) receive possession or custody of any funds in the transaction; (f) participate in the transaction unless it is qualified by permit or exempt from qualification under California law; (g) make any disclosure to any... Read more →
Los Angeles Business Lawyer | Bennett Jay Yankowitz | (424) 256-8560 in 90210
Business Lawyer serving Los Angeles and all of Southern California
eGenralCounsel is a law firm created by Los Angeles business lawyer Bennett Yankowitz, a corporate attorney in Beverly Hills, California with over 30 years’ experience serving business and corporate clients in Southern California. Our firm specializes in representing growing businesses, entrepreneurs and investors in all types of business transactions, such as:
- organizing and structuring new corporations, partnerships and LLC’s
- reviewing business plans and financial projections
- raising capital
- mergers and acquisitions
- venture capital
- real estate acquisitions and loans
- complex contracts and joint ventures
We also put together all types of investment structures, from convertible preferred stock offerings to real estate limited partnerships. Additional areas of expertise include real estate transactions and oil and gas.
Our founder, Bennett Jay Yankowitz, is a Los Angeles business lawyer with over 30 years’ experience as a corporate law partner in both major international law firms and small boutique law firms. Our law clients have ranged from entrepreneurs starting their first business to Fortune 100 companies involved in multi-billion dollar transactions. Many of our clients today are start-ups and fast growing companies and the investors, both individual and institutional, who finance them.
We created eGenralCounsel as a web-based, cost-effective alternative for entrepreneurs, investors, growing companies and others who need sophisticated corporate and business law services but are tired of paying the exorbitant hourly fees of traditional law firms. We keep our fees down by drawing on our extensive network of independent attorneys and boutique law firms to meet the specialized need of each of our clients, and using web technology to maximize efficiencies. If you are looking for a highly qualified, cost-effective business attorney in Southern California, call or email us today to see how we may help you.