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 proposed acquisition or disposal of operations of a company or division of a company, the proposed acquisition or sale of a company or division through an equity securities transaction, or the proposed acquisition or sale of a company or division through a combination asset and securities transaction.  Any U.S. target approached by the company on behalf of a non-U.S. client would fall within the meaning of the term “major U.S. institutional investor” as defined in Securities Exchange Act of 1934 Act Rule 15a-6(b)(4).  For any transaction with a U.S. target, the company will not represent or advise the U.S. target and will not receive, acquire or hold funds or securities.

This no action letter is consistent with the Staff’s previous pronouncements concerning its jurisdiction.