Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
While Canadian M&A activity continued to lag in 2023 as compared to 2021 and early 2022 in terms of transaction value and volume, as reflected in a significant downturn in exits in Q3, there remain a number of reasons for...more
The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
Those who made it to page 1,080 of H.R. 2617 (the "Consolidated Appropriations Act") will know that Congress has amended Section 15(b) of the Securities and Exchange Act of 1934 to exempt "M&A Brokers" from the requirement to...more
Brokers who specialize in the sale or purchase of private companies (“M&A Brokers”) have long been an uncomfortable fit under the rules applying to securities broker-dealers. M&A Brokers typically provide advisory services to...more
In Short - The Situation: Congress recently amended the Securities Exchange Act of 1934 (the "Exchange Act") to exempt certain "M&A brokers" from registration as broker-dealers with the U.S. Securities and Exchange...more
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
The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more
Often, the parties in a business sale will designate a portion of the purchase price to be paid out over time or otherwise made contingent on the performance of the business after the transaction is complete. This “earn-out”...more
As the coronavirus (COVID-19) outbreak continues to impact business, markets, and society at large, our attorneys who work with private equity (PE) clients in the U.S. have been having conversations with those clients about...more
With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more
Recent private equity investments in high-profile deals, such as Bain Capital’s acquisition of esure and Apollo’s acquisition of Aspen Insurance, have brought European insurance sector deal values to record highs. Regulatory...more
On July 17, 2018, the House of Representatives passed the JOBS and Investor Confidence Act (JOBS Act 3.0), a package of reforms consisting of 32 pieces of legislation principally designed to spur entrepreneurship by...more
A MESSAGE FROM OUR GLOBAL PRIVATE EQUITY PRACTICE LEADERS - Despite the continued downward trend following record levels in 2015, 2017 was the fourth-strongest annual period in the history of dealmaking on a global basis....more
We are delighted to share with you the results from our second annual Trends in Private Credit survey. This year’s survey was conducted via web from January 9th to February 9th 2018. In this report, we will share...more
On December 22, 2017, new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act represents a major overhaul of the U.S. federal tax system and includes many new provisions,...more
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
The U.S. Securities and Exchange Commission (“SEC”) recently approved a Financial Industry Regulatory Authority (“FINRA”) proposal to adopt a new regime for the regulation of electing broker-dealer firms that meet the...more
The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more
The Securities and Exchange Commission is seeking comments on a Financial Industry Regulatory Authority proposal to create a set of rules for FINRA member firms that meet the definition of “capital acquisition broker” (CAB)...more
SEC/CORPORATE - PCAOB Adopts New Rules Requiring Disclosure of Participants in an Audit - On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) adopted new rules and related amendments to...more
On January 15, 2015, the Broker-Dealer Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed uniform state model rule (the Model Rule) regarding the exemption of certain...more
The staff of the SEC recently issued a no-action letter permitting an "M&A Broker" to advise on and be compensated in connection with the purchase and sale of a privately held company without registering as a broker-dealer...more