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M  A Broker Proposal Benefits 2-8-2010 (2)

M A Broker Proposal Benefits 2-8-2010 (2)






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    M  A Broker Proposal Benefits 2-8-2010 (2) M A Broker Proposal Benefits 2-8-2010 (2) Document Transcript

    • Are you currently representing a buyer or seller in the sale of a private company, which might become a stock sale, without being a properly licensed Broker-Dealer (B-D)? Are you currently a licensed Broker-Dealer, but have concerns about the mounting expense and red tape of keeping your B-D status in view of the few securities deals you do? Are you aware that the inclusion of an earn-out -- or even a seller’s note -- may make your asset sale, a securities transaction in the eyes of the law? Are you concerned with the potential monetary loss – and the potential damage to your professional reputation – if you should be legally deprived of your professional fees, or be personally liable for having one of your deals rescinded? Donate Now and Support the M&A Broker Proposal! WHAT’S IN IT FOR YOU? ...once this proposal is adopted by the SEC? 1) M&A Brokers would register at the state level. 2) M&A Brokers would not have to register as a B-D with the SEC 3) M&A Brokers would not have to become FINRA members, and would not be subject to FINRA rules 4) If permitted by FINRA, M&A Brokers could share fees with FINRA members, and vice versa 5) Compliance costs would be substantially less 6) Broker’s contracts would not be void by law ADDITIONAL BENEFITS Registered M&A Brokers Can: 1) Represent buyers or sellers (or independent) • Could represent a publicly traded buyer… • …But not advise about issuing publicly traded stock 2) Advise about deal structures – Stock, Assets, ESOP, etc. 3) Advise about the value of the business (Not the market value of its stock, or an IPO) 4) Negotiate the price and terms of the purchase/sale 5) Advertise the business itself for sale (Not its stock) 6) Receive cash and/or restricted stock compensation 7) Receive fully disclosed referral fees from commercial lenders 8) Market as a “Registered M&A Broker in [specific state(s)]” 9) Broker and advise in M&A transactions, transferring all or part of the business, so long as buyer is to be actively involved in the business, regardless of legal structure, i.e., Asset vs Stock
    • REGISTERED M&A BROKER CANNOT: 1) Raise capital (IPO, PPO, or Reg D offering) 2) Advise or facilitate a private company going public 3) Advise or facilitate a public company going private. 4) Advise or facilitate the sale of a shell corporation. 5) Advise or facilitate the purchase or sale of shares in a publicly traded company