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Abstract

This comment argues that the current treatment of financial intermediaries in the capital-raising process is unresponsive to the changing landscape of the small business community. Not only does the SEC inadequately define the permissible role of a finder, recent legislation in Texas and South Dakota foreshadows the ills of a dual regulatory society. Rather than waiting for states to address the finder's dilemma on an ad hoc and inconsistent basis, the federal government should create an SEC-registered class of finders to facilitate capital formation and jumpstart a receding American economy. Part II examines the expanding role of financial intermediaries in small market financing and the SEC's less than desirable definition of a finder exempt from federal registration. Part III explains how Michigan, Texas, and South Dakota have addressed the finder's dilemma, and why their answers represent the problematic birth of a dual regulatory system. Part IV chronicles the thwarted development of past reform efforts and concludes by outlining the emerging consensus behind a federallyregistered class of finders.