M A Broker Proposal Benefits 2-8-2010 (2)
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This document discusses the benefits of registering as an M&A Broker with the state rather than as a Broker-Dealer with the SEC. Registering as an M&A Broker would allow professionals to represent buyers and sellers in mergers and acquisitions with fewer compliance costs and legal risks. It would permit activities like advising on deal structures, business valuations, and negotiations, but not activities like raising capital or advising companies on going public. The goal is for the SEC to adopt a proposal creating an M&A Broker designation with fewer regulations.
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![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having one of your deals rescinded?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](https://image.slidesharecdn.com/4686483/85/M-A-Broker-Proposal-Benefits-2-8-2010-2-1-320.jpg)
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Through tenant-in-common (TIC) ownership, investors can jointly own fractional interests in larger, higher-valued commercial properties than they could individually. TIC structures allow for timely 1031 exchanges within the 45-day limit. Investors receive separate deeds and can enjoy income and appreciation without property management responsibilities. TICs are popular because they provide access to institutional properties and diversification through a portfolio of assets. Greystone Real Estate Group offers several TIC investment opportunities to re-invest 1031 exchange proceeds.
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Typically, in going public transaction Form S-1 (”S-1”) registration statements are used.
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Goldman Sachs’ Interview Tips New
The document discusses several topics related to finance and investing, including:
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2) It discusses securitization and how it allows the conversion of existing or future cash flows into marketable securities.
3) It defines what a hedge fund is and how they charge various fees including management and incentive fees.
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The document discusses several topics related to finance and banking including:
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M A Broker Proposal Benefits 2-8-2010 (2)
- 1. 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
- 2. 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