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Securities Exchange Act › Broker-Dealer › No-Action Letters

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Latham & Watkins LLP

New Federal Exemption Changes the Registration Landscape for M&A Brokers

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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

Morrison & Foerster LLP

SEC Withdraws M&A Brokers No-Action Letter, Forcing Financial Advisers to Larger Private Companies to Register as Broker-Dealers

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Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more

Seward & Kissel LLP

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

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On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Kramer Levin Naftalis & Frankel LLP

SEC Staff Provides Relief From Rule 15c2-11 Public Financial Statement Disclosure Through Jan. 5, 2025

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On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more

Goodwin

Time’s Up! Broker-Dealers Must Comply with the Customer Protection Rule When Borrowing Customer Securities

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On April 16, 2021, the staff of the SEC Division of Trading and Markets reminded broker-dealers borrowing fully paid and excess margin securities from their customers (FPL programs) that they are obligated to comply with...more

JAMS

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

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At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

Morrison & Foerster LLP

New Life For Finders?

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Background- For many years, small businesses and other private issuers have struggled to connect with investors when seeking to raise capital in a private offering. The amount of money being raised was sometimes too small...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC's Changes to Rule 14a-8 No-Action Request Process, FINRA's Call for...

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SEC/CORPORATE - SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process - On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced...more

Vedder Price

Investment Services Regulatory Update - November 2017

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New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

Jackson Walker

New FINRA Capital Acquisition Broker Rules May Offer Limited Relief to Private Investment Fund Advisers

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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

Burr & Forman

FINRA Rule 2040 Goes Into Effect

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On August 24, 2015, FINRA Rule 2040 concerning payments to unregistered persons went into effect. The rule, approved by the SEC in January 2015, is aligned with § 15(a) of the Securities Exchange Act of 1934. Generally, FINRA...more

Stinson - Corporate & Securities Law Blog

Model Rule Exempting M&A Brokers Proposed by NASAA

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The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more

Mintz

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

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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

Kilpatrick

SEC Provides No-Action Relief for M&A Brokers

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On January 31, the staff of the Securities and Exchange Commission (“SEC”) issued a no-action letter (“No-Action Letter”) permitting an “M&A Broker”, under certain circumstances, to facilitate mergers, acquisitions, business...more

Foley Hoag LLP

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

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

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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

Perkins Coie

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

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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

Latham & Watkins LLP

A More Practical Approach to Broker-Dealer Registration

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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

Katten Muchin Rosenman LLP

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

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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, Herrington & Sutcliffe LLP

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

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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

Eversheds Sutherland (US) LLP

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

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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

Allen Matkins

SEC No-Action Letter Addresses “M&A Brokers”

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Martin A. Hewitt alerted me to this no-action letter issued on January 31, 2014 by the SEC’s Division of Trading and Markets. The letter was issued in response to a request by six lawyers, including Mr. Hewitt. ...more

Dechert LLP

Investment Portals Addressed in SEC Staff Guidance Under JOBS Act; No-Action Letters Also Issued

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Technology has spawned the formation of new internet-based marketplaces for illiquid and restricted securities. In most instances, these markets are operated by entities registered with the U.S. Securities and Exchange...more

Mintz

Two Recent SEC No Action Letters Establish Standards for Crowdsourcing Online Platforms Limited to "Accredited Investors" to Avoid...

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In two recent no action letters, the Securities and Exchange Commission (the “SEC”) granted no action relief for two venture capital online funding platforms, the FundersClub, Inc. (“FundersClub”) and AngelList, LLC...more

Orrick - Finance 20/20

SEC No-Action Relief Under the JOBS Act

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On March 26, the Staff of the Division of Trading and Markets of the SEC provided no-action letter relief from the broker-dealer registration requirements of the Securities Exchange Act of 1934 to FundersClub Inc. and its...more

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