Header graphic for print
Securities Compliance Sentinel Analysis of cutting-edge securities industry issues

Category Archives: Mergers and Acquisitions

Subscribe to Mergers and Acquisitions RSS Feed

More Unaswered/Answered Broker-Dealer Registration Questions

Posted in Broker-Dealer Registration, Broker-Dealer Regulation, Mergers and Acquisitions

Recently, the SEC’s Division of Trading and Markets Staff issued no action relief allowing those persons and entities specializing in mergers and acquistions (“M&A Broker”) to avoid broker-dealer registration.  See http://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf. The staff defined a M&A Broker as “a person engaged in the business of effecting securities transactions solely in connection with the transfer of ownership and… Continue Reading

Offshore M&A Transaction Agent Need Not Register as BD

Posted in Broker-Dealer Regulation, International Securities Regulation, Mergers and Acquisitions

A German company sought the Staff’s assurance that it does not have to register as a broker-dealer if it is retained outside the U.S. by non-U.S. clients in connection with certain M&A transactions, initiates contact directly with potential U.S. targets, and engages in additional activities regarding the U.S. targets. The M&A transactions may involve the… Continue Reading

“Burger King” May Not Allow You to Have it Your Way. . . Is the Two-Tier M&A Deal Ending?

Posted in Capital Formation, Corporate Financing, Hedge and Private Equity Funds, Mergers and Acquisitions, Prospectuses, Proxies, Tender Offers

A popular two-tier merger and acquisition structure may trigger certain prohibitions under the Securities Exchange Act of 1934.  In particular, this problem relates to the so-called “Burger King” structure, arising from the private equity fund acquisition of the fast-food chain by a private equity fund, and its simultaneous pursuit of a tender offer and a traditional one-step merger.  The Burger… Continue Reading

You May Get Lucky By Not Discussing Merger Talks

Posted in Mergers and Acquisitions, Securities Litigation

Corporate officials, who did not disclose merger talks with a competitor, did not commit securities fraud.  See Filing v. Phipps, 6th Cir., No. 11-4157, 10/23/12, http://federal-circuits.vlex.com/vid/mark-filing-v-william-phipps-403576058.  The court determined that the discussions were at the time not material, thus, not requiring disclosure.  This transaction involved tortured negotiations that did not culminate until 16 months later and well after the… Continue Reading