Section 15 (a)(1) of the Securities Exchange Act of 1934 (Exchange Act) generally prohibits a broker or dealer from effecting “any transactions in, or to induce or attempt to induce the purchase or sale of, any security” unless such broker or dealer is registered with the Securities and Exchange Commission (SEC).

However, as is often the case in U.S. securities laws, the requirements of Section 15(a)(1) are subject to exceptions. On Oct. 2, 2019, the SEC proposed an exemptive order under Section 15(a)(2) of the Exchange Act (Release No. 34-87204) that would permit a registered municipal advisor who is not also a registered broker-dealer to solicit a single Qualified Provider (as defined below) in connection with the direct placement of an entire issuance of municipal securities without registering as a broker-dealer.

Read more about the SEC’s proposal in the full GT Alert.

Print:
EmailTweetLikeLinkedIn
Photo of Elaine C. Greenberg Elaine C. Greenberg

Elaine C. Greenberg has over 30 years of securities law experience, including a 25-year tenure at the SEC. Her practice focuses on SEC, FINRA, DOJ, State Attorneys General and other securities and financial services regulatory matters, examinations, investigations, enforcement actions, and litigation; white…

Elaine C. Greenberg has over 30 years of securities law experience, including a 25-year tenure at the SEC. Her practice focuses on SEC, FINRA, DOJ, State Attorneys General and other securities and financial services regulatory matters, examinations, investigations, enforcement actions, and litigation; white collar defense and corporate investigations; and public finance. She has represented, advised, and counseled: major financial institutions and other financial services firms and their associated persons, including banks, underwriters, broker-dealers, investment advisers, investment companies, and municipal advisors; issuers of securities, including public companies and their officers and directors, and state and local governmental entities and their officials; and other organizations and individuals.

Prior to entering private practice, Elaine served as a senior officer in the SEC’s Enforcement Division in dual roles. As the inaugural Chief of the Specialized Unit for Municipal Securities and Public Pensions, she built and led a nationwide unit to oversee the SEC’s enforcement efforts in the multitrillion-dollar municipal securities and public pensions marketplaces. As Associate Director of the Philadelphia Regional Office, she was responsible for overseeing the SEC’s enforcement program in the Mid-Atlantic region.

Photo of William Mack William Mack

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules.

William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.