On December 7, 2017, HR 477, The Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017, passed the US House of Representatives UNANIMOUSLY (426-0) and was referred to the US Senate.
On July 17, 2018, S 488, The JOBS and Investor Confidence Act of 2018, aka The JOBS Act 3.0, passed the US House of Representatives nearly unanimously (406-4), and was referred back to the US Senate for a final vote. The language of HR 477 is included as Title III in S 488.
On August 21, 2018, in a letter to the leadership of the Senate Banking Committee, Joseph P. Borg, President of the North American Securities Administrators Association (NASAA), strongly supported passage of Title III (HR 477), noting that: "State securities regulators have long shared Congress's interest in establishing a more streamlined regulatory framework for persons serving as brokers in M&A deals that involve the transfer of securities, subject to appropriate conditions. Title III appropriately balances the legitimate interests of stakeholders, while maintaining significant safeguards for investors and small business owners. Further, we note that the federal exemption established by Title III would be consistent with the framework for exemption from state registration requirements embodied in a model exemption approved by NASAA in 2016. Accordingly, NASAA supports Title III."
Click here to read the highlighted text of the NASAA's comments regarding Title III (HR 477) of S 488.
Your US Senators urgently need to hear from YOU that this bill is important to you, and to buyers and sellers of privately held businesses in your state. Passage of this small but important bill will codify the regulatory relief envisioned in the SEC M&A Broker No Action Letter, and will harmonize federal law with coming changes in state securities laws.
In closing, I would be remiss not to ask you to consider a meaningful financial contribution to the Campaign for Clarity. In the 12 years since its inception, the Campaign has incurred legal and lobbying expenses of ~$970,000, and raised ~$525,000 in cash contributions, and ~$300,000 in pledges and matching fund commitments from individuals and firms like yours who recognize this is a rice bowl issue for our entire profession, as well as for the owners of privately held businesses whom we assist.
The not-for-profit, Business Intermediaries Education Foundation (BIEF) has taken the lead role in raising funds for this and other issues that concern the entire profession. While cash, check and credit card contributions are greatly appreciated, you may be more comfortable contributing something now, and pledging to contribute more in the future, perhaps tied to your next big closing.
- Click here for a BIEF Contribution /Pledge Card
- Click here for an up-to-date list of BIEF Leadership Contributors (As of 9/5/18)
As ever, please don't hesitate to call/contact me, or one of my co-chairs, Jim Cornell (President, Praxiis Business Advisors, 716.675.6001 x223, firstname.lastname@example.org), or John Johnson (President, IBG /BluestemUSA, (918) 749-6016, JJohnson@bluestemusa.com), or Linda Purcell (Founder, Purcell Associates, LLC, (847) 358-9404, email@example.com), if you have any questions.
Mike Ertel, BSEE, MSIA, CBI, M&AMI, CM&AA
Co-Chair, Campaign for Clarity
Managing Director, Broker
Transworld M&A Advisors
400 Carillon Parkway, Suite 110
Saint Petersburg, FL 33716