The issue off whether an individual or entity that is, and only is, a placement agent (a/k/a "finder") must register under the '34 Act and join the NASD as a broker/dealer is thorny. Describing the agent firm as an "adviser" or a "finder" rather than a "broker" is deemed, at least by some, to be evidence of non-broker status...assuming the only activity is raising private equity or M&A matchmaking.
Article (PDF)