SEC No Action Letter on M&A Brokers

The Securities and Exchange Commission has issued a no-action letter which reaffirms that merger and acquisitions brokers do not have to register as broker-dealers where control of a privately held business transfers hands as a result of their efforts. The letter is available at: Practice tip: M&A includes facilitation of “mergers, acquisitions, business sales, and…


New Powerpoint On Private Offerings

I just uploaded a Powerpoint presentation on current legislation which would exempt merger and acquisitions professionals from broker-dealer requirements, which describes the types and amounts of money that can be raised in private offerings, and that shows what difference the JOBS Act regulations made in the private offerings process. See

Business Broker Deregulation Passes House

HR 2274 passed US House 422-0 on January 14, 2014. It Exempts merger and acquisition brokers from SEC “Broker-Dealer” registration requirements. Companion Senate legislation, S. 1923, is pending in the Senate. Current law requires business brokers to limit participation in negotiation of any terms of sale if owner earn-outs, stock purchases instead of asset purchases, or any…


Illinois Noncompete Contract Limits Decision

A recent Illinois Appellate Court case, Fifield and Enterprise Finance Group, Inc. v. Premier Dealer Services, Inc., 2013 IL App (1st) 120327, held that a noncompetition agreement is not valid and enforceable if an employee is fired or resigns within two years. A copy of the decision is available at: The offer here was made…


All Regulations Are Local

Uber, a location-based limo service, has been excluded from many of the top 20 U.S. cities by local government regulations. See The cab companies it displaces have fought back with new regulations designed to delay service, with lawsuits, and, indeed, with everything except lower prices and better service. What does this mean for your…