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Registration Exemptions

DarrowEverett LLP

New M&A Broker Exemption: To Be Or Not To Be, That Is The Question

DarrowEverett LLP on

On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more

Amundsen Davis LLC

Patience is a Virtue: Landmark Federal M&A Broker Exemption Effective March 29, 2023

Amundsen Davis LLC on

Business brokers and intermediaries who are active in the lower end of the M&A middle market have been lobbying Congress for 10 years to enact a limited exemption from broker registration under the Securities Exchange Act of...more

Morrison & Foerster LLP

DOJ Intends to Significantly Change FARA for the First Time in Decades

Morrison & Foerster LLP on

Last week the U.S. Department of Justice (DOJ) announced that it is seeking public comment as it considers substantive updates to the implementing regulations of the Foreign Agents Registration Act (FARA) for the first time...more

Sheppard Mullin Richter & Hampton LLP

SEC Tightens Alternative Trading Platform Oversight

On July 18, 2018, the SEC ramped up its oversight of alternative trading systems (“ATSs”) by adopting a series of rule amendments imposing public disclosure requirements on ATSs that trade NMS (“National Market System”)...more

Stinson - Corporate & Securities Law Blog

U.S. House of Representatives Acts To Codify Registration Exemption for M&A Brokers

On December 7, 2017, the U.S. House of Representatives passed the “Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017 (H.R. 477).” The bipartisan bill passed the House by a vote of 426-0....more

Carlton Fields

The ILSA Condo Exemption – Not Out of the Woods Yet

Carlton Fields on

The Interstate Land Sales Full Disclosure Act (ILSA) is a federal statute that aims to prevent land sales fraud and uninformed purchases of unimproved real property by requiring registration of subdivisions with the Consumer...more

Stinson - Corporate & Securities Law Blog

SEC Finalizes Regulation Crowdfunding — Capital Raising and Investment Limitations

The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. The final rules and forms are effective 180 days after publication in the Federal Register, except provisions related to...more

Foley Hoag LLP

CFTC 4.13(a)(3) Annual Affirmations Due March 2

Foley Hoag LLP on

As a reminder, fund managers relying on the exemption from registration with the US Commodity Futures Trading Commission (the “CFTC”) set forth in Rule 4.13(a)(3), commonly referred to as the “de minimis exemption,” must...more

Katten Muchin Rosenman LLP

NFA Issues Guidance on Exempt and Excluded CPOs and CTAs

On December 3, National Futures Association (NFA) issued guidance reminding firms that are relying on certain exemptions or exclusions from registration as commodity pool operators (CPOs) or commodity trading advisors (CTAs)...more

K&L Gates LLP

Overhaul of Washington State Investment Adviser Rules: What it Means for Hedge, Private Equity and Venture Capital Fund Managers...

K&L Gates LLP on

In June 2014, the Washington State Department of Financial Institutions, Securities Division amended the rules applicable to investment advisers in the state of Washington in Chapter 460-24A of the Washington Administrative...more

Goodwin

NFA Provides Further Guidance on Bylaw 1101 Obligations of Members Who Do Business with CPOs/CTAs Relying on an Exemption or...

Goodwin on

The National Futures Association (the “NFA”) issued Notice I-14-06 providing guidance to its members regarding their Bylaw 1101 obligation to determine the CFTC registration and NFA membership status of persons with whom they...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

Troutman Pepper

New Congressional Bill Would Exempt Business Brokers From Full SEC/FINRA Broker Registration

Troutman Pepper on

On November 4, 2013, the U.S. House of Representatives Committee on Financial Services, by a 57-0 vote, ordered H.R. 2274 to be reported for further consideration. The bill, named the “Small Business Mergers, Acquisitions,...more

Goodwin

NFA Issues Guidance on Annual Affirmation Requirement for Entities Operating Under An Exemption or Exclusion from CPO or CTA...

Goodwin on

The National Futures Association (the “NFA”) has issued guidance reminding market participants of CFTC regulations that require any person claiming an exemption or exclusion under CFTC Regulation 4.5, 4.13(a)(1), 4.13 (a)(2),...more

Broker-Dealer Compliance + Regulation

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

Miller & Martin PLLC

Family Office Relief from CPO Registration

Miller & Martin PLLC on

As noted in an earlier Client bulletin, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the Commodity Futures Trading Commission (“CFTC”) issued a no-action letter dated November 29, 2012 enabling...more

Katten Muchin Rosenman LLP

SEC Issues Frequently Asked Questions on Exemption from Broker-Dealer Registration Under the JOBS Act

The Securities and Exchange Commission’s Division of Trading and Markets has issued Frequently Asked Questions (FAQs) that provide guidance on the exemption from broker-dealer registration in Section 201(c) of the Jumpstart...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - February 8, 2013

In this issue: - ISS Announces ISS Governance QuickScore to Replace GRId - Petitioners File Opening Brief Challenging SEC’s Conflict Minerals Rule - SEC Roundtable Discusses Decimalization and Tick Sizes -...more

Stinson - Corporate & Securities Law Blog

New FAQs On Broker-Dealer Registration Exemption

On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration....more

Morrison & Foerster LLP

OCC Regulations Affecting Bank Note Offerings Become Effective

On January 1, 2013, the new regulations of the Office of the Comptroller of the Currency (the “OCC”) amending Part 16.6 of the OCC’s securities offering rules became effective. These rules govern the exemption from OCC...more

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