No-Action Letters

News & Analysis as of

CFTC Extends Relief to FCMs from Certain Commingling Requirements

On April 7, the Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued CFTC No-Action Letter No. 14-45, extending to June 30 the relief previously granted in CFTC No-Action...more

A Compilation of Actions - April 01, 2014

In a recent SEC no-action letter (RS Global Natural Res. Fund, SEC no-action letter, available 3/6/14), the SEC stated that it would take a non-enforcement position if a SEC registered investment adviser to a fund registered...more

Registration Requirements Eased for Brokers and Financial Advisors in M&A Transactions

We are often asked whether a financial advisor or business broker may advise on mergers and acquisitions and similar business combinations of a privately held company in a stock transaction without having to register as a...more

SEC Issues No-Action Letter Expanding Interpretation of the Definition of “Knowledgeable Employee”

The staff of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “Staff”) has issued a no-action letter in response to a request by the Managed Funds Association (the “MFA Letter”),...more

SEC Issues No-Action Letter on the Definition of Knowledgeable Employee

On February 7, 2014 the staff of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “No-Action Letter”), providing...more

SEC Provides Relief for Private Company M&A Brokers

On Jan. 31, 2014, the SEC issued a no-action letter that permits private company M&A brokers to avoid registration with the SEC as broker-dealers under certain circumstances. However, business brokers should understand that...more

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long...more

SEC No-Action Letter Provides Relief for M&A Brokers

On January 31, 2014, the Securities and Exchange Commission issued a ground-breaking no-action letter (“SEC Letter”) stating that a financial intermediary that limits its business activity to advising privately held companies...more

FRB Issues Supervisory Letter Concerning its Application Process and the Most Frequently Cited Reasons for Application and...

The FRB released a supervisory letter (the “Letter”) regarding the FRB’s applications process intended to provide financial institutions and the general public with a better understanding of the FRB’s approach to processing...more

SEC Recently Issued a No-Action Letter Exempting Private Company M&A Brokers From Registration With the SEC as Broker-Dealers

The staff of the Division of Trading and Markets of the Securities and Exchange Commission (the "SEC") recently issued a No-Action Letter[1] that should reduce significantly the registration burdens upon certain brokers and...more

"SEC Provides Updated Guidance on ‘Knowledgeable Employee’ Status Under the Investment Company Act of 1940"

On February 6, 2014, the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “MFA No-Action Letter”) providing updated...more

SEC No-Action Letter Allows Certain Kinds of “M&A Brokers” to Avoid Broker-Dealer Registration Under the Exchange Act

On January 31, 2014, the SEC’s Division of Trading and Markets issued a significant no-action letter permitting the involvement of “M&A Brokers” in business acquisition transactions involving privately-held companies. The...more

SEC Offers Relief to M&A Brokers

The Office of the Chief Counsel of the Division of Trading and Markets of the Securities and Exchange Commission recently issued an important “No-Action” Letter providing regulatory relief for participants in certain mergers...more

SEC No-Action Letter Exempts M&A Brokers from Federal Registration Requirements

On February 3, 2013, the Security and Exchange Commission's (SEC) Division of Trading and Markets publically issued a significant no-action letter advising that M&A brokers do not need to register as broker-dealers to...more

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits...more

SEC Relief For "M&A Brokers:" Not Required To Register As Broker-Dealers

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership...more

A More Practical Approach to Broker-Dealer Registration

Recent SEC no-action letter provides business brokers relief from federal broker-dealer registration requirement. On January 31, 2014, the Division of Trading and Markets of the U.S. Securities and Exchange Commission...more

No-Action Letter Provides Relief to M&A Brokers

On January 31, in a significant no-action letter (Letter), the Staff of the Division of Trading and Markets provided assurances that it would not recommend enforcement action to the Commission under Section 15(a) of the...more

No-Action Letter Provides Guidance Regarding “Knowledgeable Employees” of Private Fund Advisers

On February 6, the staff of the SEC’s Division of Investment Management issued a no-action letter with respect to Rule 3c-5 of the Investment Company Act of 1940 (the Company Act) that represents a substantial improvement...more

SEC Expands Ability of Employees to Invest into In-House Private Funds

The SEC's Division of Investment Management has issued a No-Action Letter that expands the pool of possible employee investors in in-house private funds. While the SEC's new in-house investment flexibility may help those who...more

SEC Issues Broker-Dealer No-Action Letter of Interest to Private Equity Firms

On January 31, 2014, the SEC’s Division of Trading and Markets issued an important no-action letter stating that “M&A Brokers,” defined as persons engaged in the business of effecting securities transactions solely in...more

SEC Issues No-action Relief Regarding Registration of M&A Brokers

The Securities and Exchange Commission Division of Trading and Markets (Division) issued no-action relief on January 31, in response to a request from attorneys on behalf of firms effecting securities transactions in...more

Orrick's Financial Industry Week in Review - February 10, 2014

No-Action Letter Provides Relief to M&A Brokers - On January 31, in a significant no-action letter (Letter), the Staff of the Division of Trading and Markets provided assurances that it would not recommend enforcement...more

M&A Brokers Exempt from SEC Broker-Dealer Registration Requirements

On January 31, 2014, the U.S. Securities and Exchange Commission’s (SEC) Division of Trading and Markets issued a No-Action Letter (Letter)1 that allows a private business broker (M&A Broker) to receive transaction-based...more

Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not...more

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