"The broker-dealer registration requirement serves as the ‘keystone of the entire system of broker-dealer regulation’ " and "[a] broker-dealer that has registered with the [Securities and Exchange] Commission is bound to abide by numerous regulations designed to protect prospective purchasers of securities, including standards of professional conduct, financial responsibility requirements, recordkeeping requirements, and supervisory obligations over broker-dealer employees." Roth v. SEC, 22 F.3d 1108, 1109 (D.C. Cir. 1994) ; see also, e.g., FINRA Rule 2010; FINRA Rule 2210(d)(1); FINRA Rule 4513. "[A] person may ‘effect transactions’ " "by assisting an issuer to structure prospective securities transactions, by helping an issuer to identify potential purchasers of securities, or by soliciting securities transactions."

Section 15(a)'s broker registration requirement "serves as the ‘keystone of the entire system of broker-dealer regulation’ " because a registered broker must "abide by numerous regulations designed to protect prospective purchasers of securities." Roth v. SEC , 22 F.3d 1108, 1109 (D.C. Cir. 1994) (quoting Frank W. Leonesio , Exchange Act Release No. 23,524, 36 SEC Docket 457, 464 (Aug. 11, 1986) ). The SEC argued that Appellants violated § 15(a) by "plac[ing] orders for and purchas[ing] new issue bonds from underwriters at Riccardi's direction and under his supervision," using Riccardi's capital, without "register[ing] with the Commission as a broker-dealer or associated person of a registered broker-dealer."

If brokers act on behalf of customers but dealers only “act[] at his or her own risk,” why has the Commission treated the two similarly for 90 years? Additionally, the “interlocking requirements” of a broker-dealer “ensure that ‘securities are [only] sold by a salesman who understands and appreciates both the nature of the securities he sells and his responsibilities to the investor to whom he sells.'” Roth v. SEC, 22 F.3d 1108, 1109 (D.C. Cir. 1994) (alteration in original) (quoting Persons Deemed Not to Be Brokers, Exchange Act Release No. 20,943 (May 9, 1984), 49 Fed.Reg. 20,512, 20,515 (SEC May 15, 1984)).

The registration exemption in Section 78o(a)(1) for persons associated with a broker-dealer "applies only if the person is acting within the 'scope' of his or her association with the member firm." Roth v. S.E.C., 22 F.3d 1108, 1109 (D.C. Cir. 1994). Additionally, Section 3(a)(4) of the Exchange Act defines "broker" generally as "any person engaged in the business of effecting transactions in securities for the account of others."

The word “broker” and the very definition of a “broker” under the Exchange Act would be surplusage if any person who effected a transaction in a security or induced or attempted to induce the purchase of a security was, by virtue of that fact alone, a broker. The statute requires more for a person to be a broker. The broker-dealer registration requirement, and its attendant supervision, are intended to ensure that “securities are only sold by a salesman who understands and appreciates both the nature of the securities he sells and his responsibilities to the investor to whom he sells.” Roth v. S.E.C., 22 F.3d 1108, 1109 (D.C. Cir. 1994) (alteration accepted) (quoting Persons Deemed Not to Be Brokers, Exchange Act Release No. 20,943 (May 9, 1984), 49 Fed.Reg. 20512, 20515 (1984)). To that end, “[a] broker-dealer that has registered with the Commission is bound to abide by numerous regulations designed to protect prospective purchasers of securities, including standards of professional conduct, financial responsibility requirements, recordkeeping requirements, and supervisory obligations over broker-dealer employees.” Id.;

Registration is the "keystone of the entire system of broker-dealer regulation." Roth v. Securities and Exchange Commission, 22 F.3d 1108, 1109 (D.C. Cir. 1994) (quoting Frank W. Leonesio, Exchange Act Release No. 23,524, 36 SEC Docket 457, 464 (Aug. 11, 1986)). "Once registered, a broker-dealer is required to comply with specific record keeping, financial compliance, and financial reporting requirements.

C.A. D. C. Cir. Certiorari denied. Reported below: 22 F. 3d 1108.

15 U.S.C. § 78o(a)(1). The broker-dealer registration requirement “ensures that sellers of securities understand and appreciate both the nature of the securities they sell and their responsibilities to the investors.” EdgePoint Cap. Holdings, LLC v. Apothecare Pharmacy, LLC, 6 F.4th 50, 58 (1st Cir. 2021) (quoting Roth v. S.E.C., 22 F.3d 1108, 1109 (D.C. Cir. 1994)) (internal alterations omitted)

Defs. Resp. Statement, ¶¶ 76-79. See Roth v. SEC, 22 F.3d 1108, 1109 (D.C. Cir. 1994) ("If an individual is operating as a broker-dealer outside the course and scope of his employment, the employer's registration would seem to have little relevance.").

” SEC v. Cooper, 142F.Supp.3d 302, 318 (D.N.J. 2015) (citing 15U.S.C. § 78o(a)(1)); see Roth v. SEC, 22 F.3d 1108,1109 (D.C. Cir. 1994) (“The broker-dealer registration requirement serves as the ‘keystone of the entire system of broker-dealer regulation.'”) (citation omitted). Section 3(a)(5)(A) of the Exchange Act defines a “dealer” as “any person engaged in the business of buying and selling securities ... for such person's own account through a broker or otherwise.”