[stephenp]

It's worth running this by a securities lawyer. A variety of federal and state laws may be at issue. If someone is being paid for making referrals you need to be sure that you (and the referring party) have crossed every t and dotted every i. Sorry for being less than specific -- it is an issue that jumps off the page for me, but I don't know the answer and don't want to lead you astray. A good securities lawyer can tell quickly if this is/isn't an issue that needs to be dealt with in greater detail. My guess is yes, and dealing with the SEC or equivalent state regulator will be even less fun. I am sure someone on HN can give you the name of a trusted legal advisor who will give you a quick gut check if you don't have someone already.