There has been a long-standing cloud of obscurity hanging over the finder’s regulatory lawscape, due to the uncertainty about a finder crossing the line into the role of a broker-dealer. This Study’s purpose was to (1) compile a whole set of 126 finders’ no-action letter reliefs over forty-four years; (2) summarize, categorize and characterize each and every no-action letter relief to extrapolate the nature of the corresponding finder’s activities, which have led to a grant or denial of its exemption request; (3) establish a computational approach to quantify the permissible contextual range of categorical finders’ activities and to compare the epochal grant/denial ratios between four different decades; (4) formulate hypotheses that correlate the evolutionary regulatory lawscape with the social platforms for finders’ finding activities before and after the Digital Age; (5) reveal a possible causal relationship between the changing times and the functional roles of finders, and between the evolving finders and the evolving laws, as maze-like, ambiguous, and impenetrable as the rules would have otherwise been without a temporal and causal analysis such as conducted in this Study; and (6) offer instrumental solutions for solving the problems of the finder’s lawscape.
This Study constructed twelve factors that characterize the finder’s activities and offered a detailed as well as a panoramic view on finders’ permissible operating contexts and subcontexts that are exempt from broker-dealer registration. This Study offered an intricate compliance guide for finders and their legal representatives. More importantly, this Study finds strong evidence of the changing SEC staff postures toward the finder’s exemption due to the obscurity of the exemptive criteria. Intriguingly, this Study zeroed into the epochal transition of historical no-action letter reliefs and hypothesized the underlying social cause for the evolution of the law, as the wheel of humanity lumbered through momentous eras of our history. It is my inspiration and aspiration to study the polar forces of the regulated and regulatory entities, to reveal the possible chasm between two paramount sectors of our society, and to offer instrumental solutions for restoring their missing link and driving our macrosociety forward, with the optimal equilibrium between freedom and responsibility, and between efficacy and efficiency of our vast legal, economic, and social infrastructure. The solutions proposed to the narrow finder’s problem at hand also provide insights into bridging this wider chasm.
In this stagnant time of our economy, the regulators should strive to find the optimal balance between business freedom and regulation and find a middle ground between under-regulation and over-regulation. Over-regulation of finders should present typical over-regulation dangers, considering that “[o]ver-regulation of economic markets acts as a drag on investment and entrepreneurial enterprise” and that “over[-]regulation will suffocate the economy and deepen the crisis.”Only through effective communications between these two sectors of the society can a more prosperous and balanced economy be achieved, and this is where the true art of building a flourishing macrosociety lies. Social harmony and a better result will lie in finding a compromise. I believe that regulation works better when a bridge is built across the seemingly impassable chasm of regulators and regulated entities, so as to achieve neither over-regulation, nor under-regulation.
