On Nov. 17, 2025, the U.S. Securities and Exchange Commission (SEC) issued a No-Action Letter confirming that it will not recommend enforcement action if a registered representative-owned personal services entity (PSE) receives transaction-based compensation (TBC) without first registering as a broker-dealer (BD).

Continue reading the full GT Alert.

Tags: broker-dealer, financial regulatory and compliance, GT Insight, SEC
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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of…

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of 1940, fund independent directors, unregistered investment companies, federally registered and state registered investment advisers, broker-dealers, and an array of public and private companies. He represents clients in all aspects of investment company practice, including organizing and forming new funds, registering investment companies with the SEC, the acquisition and merger of funds, and advising clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance.

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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

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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.

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Photo of John P. Cleary John P. Cleary

John P. Cleary, Co-Managing Shareholder of the San Diego office, represents public and private clients in a variety of corporate and securities matters. He focuses his practice on mergers and acquisitions, public and private securities transactions, franchise formation and compliance, and general corporate

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John P. Cleary, Co-Managing Shareholder of the San Diego office, represents public and private clients in a variety of corporate and securities matters. He focuses his practice on mergers and acquisitions, public and private securities transactions, franchise formation and compliance, and general corporate matters. John also works with private equity and investment firms on structure, formation, SEC compliance, and transactions.

In the realm of mergers and acquisitions, John represents private equity firms and other buyers in stock and asset transactions. He also assists companies and management in business sales, merger and acquisition transactions, and joint venture arrangements. For publicly held companies, John handles transactional matters including initial public offerings, secondary public offerings, registered direct offerings, and alternative go-public transactions such as reverse mergers.

John’s practice extends to counseling public companies on various aspects of securities law, including PIPE transactions, securities offerings, Rule 144 matters, SEC compliance and reporting, and general business matters. This approach allows John to support companies at various stages of growth, from early-stage startups to established public entities.

John also serves as outside legal counsel for startup and emerging growth companies, particularly in the technology and action sports/lifestyle industries. He guides these clients through formation, seed, and preferred stock financings, and ongoing corporate needs. John’s work in this area encompasses a wide range of services, from initial company setup to navigating complex funding rounds. Additionally, John represents companies in Regulation CF “crowdfunding” offerings and Rule 506(c) advertised offerings, providing guidance on these alternative capital-raising methods.

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Photo of Michele A. Kulerman Michele A. Kulerman

Michele A. Kulerman is a corporate attorney with wide-ranging law firm, in-house and government legal experience. Michele primarily advises clients and provides guidance on the legal and regulatory issues surrounding real estate and non-real estate securities offerings of debt and equity, including initial…

Michele A. Kulerman is a corporate attorney with wide-ranging law firm, in-house and government legal experience. Michele primarily advises clients and provides guidance on the legal and regulatory issues surrounding real estate and non-real estate securities offerings of debt and equity, including initial, follow-on and secondary offerings. She represents public and private companies on matters related to state securities or “blue sky” laws, registered and exempt, as well as compliance with the corresponding SEC rules and regulations and FINRA broker-dealer requirements in corporate financing.

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Photo of Rachel Edwards Rachel Edwards

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of…

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of 1940, corporate governance, and general transactional matters. Rachel has experience representing federally and state registered investment advisers, exempt reporting advisers, broker-dealers and private funds, providing guidance on formation and registration, corporate securities matters, and ongoing SEC and state-based compliance.

Rachel’s corporate practice also extends to counseling startup and private companies throughout their life cycle, including guiding clients through the formation process, managing their capitalization tables, assisting with seed and preferred stock financings, preparing and filing state securities filings, and advising clients with day-to-day corporate governance. Rachel has also helped clients navigate complex financings, including Regulation A, Regulation “CF” crowdfunding, and Regulation D offerings.

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