The SEC’s Division of Trading and Markets stated that it would not recommend enforcement action if a “mergers and acquisitions broker” were to engage in the sale or purchase of
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Mergers and Acquisitions
More Unaswered/Answered Broker-Dealer Registration Questions
By Ernest Badway on
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 …
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Offshore M&A Transaction Agent Need Not Register as BD
By Ernest Badway on
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…
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“Burger King” May Not Allow You to Have it Your Way. . . Is the Two-Tier M&A Deal Ending?
By Ernest Badway on
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…
You May Get Lucky By Not Discussing Merger Talks
By Ernest Badway on
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…
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