b'routing them), and 4) previous involvement in the sale of securities, the more likely they are to be construed as a broker.This unwritten rule has evolved over a series of court cases and SEC interpretive guidance and no-action letters, and charges filed against high profile individuals. Some of the relevant cases around which this unwritten rule has evolved are discussed below: Paul Anka No-Action Letter Re Finders Fees The SEC has a process where it will provide an advance opinion on whether a proposed activity would violate securities laws. The process is that the proponents counsel would submit a detailed request to the SEC, outlining the proposed activities, and ask whether they would consider such activitiesasaviolationofsecuritieslaws,andtakeactionagainstthe proponent. If the SEC says they wouldnt consider it a violation, they will cite the very specific facts the proponent proposed, and issue a no-action letter.Issuersandsecuritieslegalpractitionersrelyontheseno-action letters to guide their clients activities. There is one such SEC no-action letter called the Paul Anka No-Action Letter from 1991 related to finders fees that is still considered the seminal guidance on whats allowed when it comes to payment of finders fees. In case you dont know, Paul Anka is a famous American-Canadian singer whosemorepopularsongsincludePutYourHeadOnMyShoulder 243'