Project 2025 Tracker / What’s done, what’s next

27. Financial Regulatory Agencies · Minor

Exempt small finders from broker-dealer registration

Partially done

831 27. Financial Regulatory Agencies

“Exempt small and intermittent finders from broker–dealer registration requirements and provide a simplified registration process for private placement brokers.”

What has happened

  1. Partially done

    The simplified-registration half of the ask was widened. The SEC approved FINRA's amendments to the Capital Acquisition Broker rules - the reduced-requirement FINRA membership category for firms that act as placement agents and finders and do not carry customer accounts. The approved changes let a CAB act as a placement agent or finder for a wider range of institutional investors, act in a change of control of a privately held company whether it represents the buyer or the seller, and in limited circumstances act for an institutional investor buying or selling unregistered securities. The finder half of the ask is untouched: small and intermittent finders still have to register as broker-dealers, the Commission's 2020 proposed conditional exemption for finders was never adopted, and a quoted full-text search of every SEC document in the window for 'finders' returns only FINRA CAB and private-placement filings. The CAB regime itself dates from 2016, before the window; what happened inside the window is its expansion. Corrected 2026-09-01 under playbook 6b: an earlier pass recorded no finders entry on the regulatory agenda, which is true of the Federal Register Regulatory Flexibility Agenda of 2026-08-14 but false of the full Unified Agenda, where RIN 3235-AN69, Regulatory Status of Finders, is published for the first time at Proposed Rule Stage. Under this chapter's settled convention an agenda entry is an intention and not a rung, so the rung does not move.

Research log

What was searched, and what didn’t count as evidence

Research notes

  • Two objects, one moved. The Quote asks (a) that small and intermittent finders be exempted from broker-dealer registration and (b) that private placement brokers get a simplified registration process. Playbook §3b puts a two-object ask at partial when one object is delivered; here the second object existed before the window as FINRA’s Capital Acquisition Broker regime and was broadened inside it by a Commission order that is in force. The first object has not moved at all.
  • The sequence. FINRA filed the CAB amendments on 2025-06-16, the Commission instituted proceedings on 2025-09-16, FINRA filed Partial Amendment No. 1 on 2025-09-30, and the Commission approved the change as modified on 2026-02-13. Only the approval is cited; the earlier steps are procedural stages of the same filing rather than separate events.
  • Why no finders exemption — corrected 2026-09-01 under §6b. The Commission’s October 2020 proposed exemptive order for finders (Release 33-10833) lapsed without adoption before the window opened and has not been revived. An earlier pass recorded that the agenda carries no finders entry: that is true of the Federal Register Regulatory Flexibility Agenda of 2026-08-14, which prints only the entries needing an RFA analysis, and false of the full Unified Agenda on reginfo.gov, which carries RIN 3235-AN69, “Regulatory Status of Finders” — first published in this agenda, Proposed Rule Stage, abstract recording that the Division “is considering recommending that the Commission propose rules concerning the regulatory status of ‘finders’ for purposes of Section 15(a) of the Exchange Act”. Verified directly at reginfo.gov/public/do/eAgendaViewRule?pubId=202510&RIN=3235-AN69. This chapter levels an agenda entry as an intention rather than a rung (#2130, #2131, #2141, #2162, #2163), so the finder half stays unmoved and the item stays partial on the CAB order alone — but the negative is now stated correctly, and if ticket 26 gives agenda entries a rung this item moves with those five.
  • Statutory context. The 2022 M&A Brokers exemption in Exchange Act section 15(b)(13) already relieves a narrow class of intermediaries; it predates the window and does not reach finders in capital-raising transactions. The CAB approval order discusses it at length.
Action
eliminate
Object
broker–dealer registration requirements for small and intermittent finders
ID
2134