October 26, 2017


The U.S. regulatory framework has presented challenges to market participants that must also structure their practices to comply with the implementation of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II"), which takes effect on January 3, 2018. On October 26, 2017, the staff of the U.S. Securities and Exchange Commission (SEC) issued three related no-action letters that are designed to provide market participants with greater certainty regarding their U.S. regulated activities as they engage in efforts to comply with the MiFID II.

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June 17, 2013

SEC Grants No-Action Relief Permitting German-based Strategy Consulting Firm to Engage in M&A Activities with U.S. Targets without Registering as Broker-Dealer

The SEC has granted no-action relief to Roland Berger Strategy Consultants (“Roland Berger” or the “Firm”) stating that it would not recommend enforcement action under Section 15(a) of the Exchange Act if Roland Berger were to engage in certain activities without registering as a broker or dealer. Roland Berger is an independent strategy consultancy firm based in Germany that engages in a wide range of services on behalf of non-U.S. clients.  The majority of services that Roland Berger provides do not qualify as “broker” activities, but the Firm is occasionally involved in international M&A activities that may require registration as a broker-dealer under the Exchange Act.

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May 2, 2013

When is Crowdfunding Not Crowdfunding?

The answer to this question is when its done under §201 of the JOBS Act.  On March 26, almost a full year after the JOBS Act was signed into law, the SEC issued a no-action letter FundersClub Inc.  and FundersClub Management LLC . (“FundersClub”) FundersClub is a venture capital fund adviser.  It manages venture capital funds and operates a website.  Once FundersClub has identified start-up companies, it enters into an agreement with the company to raise a target amount.  This is where the website comes into play.  Once the agreement is reached with the start-up FundersClub post information provided by the company on its website.  The information is available to FundersClub members all whom must be accredited investors.  Does any of this sound familiar?

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February 27, 2013

SEC No-Action Relief for Broker-Dealers Relying on Registered Investment Advisers for Anti-Money Laundering Obligations

The SEC has extended a former no-action letter position that permitted broker-dealers to rely on SEC registered investment advisers to perform its customer identification obligations for shared customers.  The former position allows broker-dealers to rely on certain financial institutions to meet customer identification obligations under Rule 17a-8 of the Securities Exchange Act of 1934 as long as the institution is subject to an anti-money laundering program regulated by a federal regulator.

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