SEC No-Action Letter: How it Applies to M&A Brokers

The Staff of the SEC recently issued a novel No-Action Letter that allows M&A Brokers to receive transaction-based compensation for effecting securities transactions in the purchase or sale of privately-held businesses (M&A Transactions) without registering as brokers with the SEC. The Letter expands limited staff relief previously granted to business brokers in several significant ways, including allowing an M&A Broker to represent both buyers and  sellers, to participate in the negotiation of a securities transaction, and to effect transactions involving less than the entire business. M&A Brokers may also represent buyers or sellers of any size company. 

This webcast will address questions raised by M&A Brokers and their attorneys following the issuance of the Letter, including:

• How the relief applies to venture capital and private equity firms’ transactions with portfolio companies
• Whether foreign intermediaries can act as M&A Brokers
• Whether M&A brokers can pay a finder’s fee to third parties who are not themselves qualified to be M&A Brokers
• Whether a registered broker can also be an M&A Broker
• The duty of a registered broker-dealer to supervise the M&A Brokerage activities
   

Join David Blass and Darren Vieira of the SEC, and three of the lawyers who drafted the No-Action Letter request, in a session aimed at providing clarity on these issues. Participants may also ask questions of the staff so please feel free to submit those in advance  to dmosones@crowell.com.

Speakers
 
David Blass
Chief Counsel
US Securities and Exchange Commission

Darren Vieira
Special Counsel
US Securities and Exchange Commission

Faith Colish
Counsel
Carter Ledyard & Milburn LLP

Martin Hewitt
Attorney at Law

Linda Lerner
Partner
Crowell & Moring LLP