News & Events

News & Events

6.5.2014

M&A Brokers: Don’t Forget State Laws

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On January 31, 2014, the Staff of the Securities and Exchange Commission (the “SEC”) granted no-action relief permitting certain business brokers to facilitate the sale of privately-held companies and receive transaction-based compensation without registering as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the letter, the term “M&A Broker” is specifically defined as a person engaged in the business of effecting securities transactions solely in connection with the transfer of ownership and control of a “privately-held company” through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the company, to a buyer that will actively operate the company or the business conducted with the assets of the company. In general, a “privately-held company,” for purposes of the letter, is any non-SEC reporting company.

Read the full article (PDF) to learn more about the relevant state laws in your area.


For more information, please contact the Corporate Finance and Securities Group at Lane Powell:

206.223.7000 Seattle
503.778.2100 Portland
lanepowellpc@lanepowell.com