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having one of your deals rescinded?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
4) If permitted by FINRA, M&A Brokers could share fees with FINRA members, and vice
5) Compliance costs would be substantially less
6) Broker’s contracts would not be void by law
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