BRAEDEN ANDERSON
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Hi, I’m Braeden.
I'm a partner at Gesmer Updegrove LLP, where I lead the Securities Regulatory and Enforcement and Digital Assets practice areas. I’ve served as Assistant General Counsel at Robinhood, practiced at Kirkland & Ellis and Sidley Austin, and represented clients in high-stakes matters before the SEC, DOJ, FINRA, and state regulators.
I write and make content for people who don’t have time to guess: founders, lawyers, regulators, and smart operators who know better than to rely on Google or the AI answer without context.
I've been recognized by U.S. Best Lawyers: Ones to Watch® for Financial Services and Securities Regulation, and listed in Marquis Who’s Who in America for contributions to law and public service.
Enjoy the content. I hope you find what you’re looking for. And if you want to talk something through, don’t hesitate to reach out. I’d love to hear from you. It’s really cool when readers become clients.
Referral Programs, Finders Fees, and Interval Funds: How to Grow Without Triggering Broker-Dealer or Marketing Rule Landmines
Fintech founders love referral programs for the same reason regulators are skeptical of them: incentives work.
If you are offering an interval fund direct-to-consumer (especially on a “self-distributed” model), a well-designed incentive program can become your most efficient acquisition channel. The wrong program, or the right program implemented the wrong way, can create problems fast: unregistered broker activity, improper compensated solicitation, and RIA Marketing Rule violations, often all at once.
This article is meant to help you spot the issues early, frame the choices, and understand why “just pay people for referrals” is not a clean concept in the securities world. It is not a blueprint you can copy-paste into your business. The details matter, and the compliance architecture matters even more.
Regulation A and the Role of Finders: A Fresh Look at an Old Dilemma
The SEC’s Small Business Capital Formation Advisory Committee will convene on July 22, 2025, to revisit two of the most important—yet perennially underdeveloped—components of the U.S. private capital markets: Regulation A and the regulatory treatment of “finders.” Both topics go to the heart of one of the SEC’s toughest policy challenges: how to responsibly expand capital access for small and emerging businesses without sacrificing investor protection.
Companies Seeking Capital—Be Wary of “Consultants” and “Finders”
For smaller companies and startups seeking to raise capital, encountering consultants or “finders” who promise to connect them with potential investors is common. While these individuals may offer valuable introductions, companies must carefully consider the legal framework surrounding these services. Engaging unregistered individuals in capital-raising activities can lead to regulatory and legal consequences that can jeopardize the success of the funding round and the company’s future growth. However, a legally compliant path exists for certain “finders” to operate without triggering registration as a broker-dealer.
Broker-Dealers vs. Unregistered Finders in Capital Raising
Determining whether an intermediary operates as a finder or an unregistered broker-dealer is a nuanced and fact-specific inquiry that can present significant challenges. For unwary entrepreneurs, corporate executives, and equity fund sponsors, the stakes are high; engaging a third party that inadvertently crosses the line into broker-dealer territory can result in serious regulatory repercussions.