GABB urges Senators to support S.1923

GABB urges Senators to support S.1923

SEC issues M&A Brokers No-Action Letter

News for GABB from the International Business Brokers Association

Good News: H.R. 2274 (A Bill exempting main street business brokers and middle-market intermediaries from securities licensing) was passed by the House of Representatives on January 14, 2014, by a vote of 422-0. Congratulations to all who have helped to get this Bill passed.

Bad News: The overwhelming support for the House Bill (H.R. 2274) must not give us the false sense of security that this U.S. Senate legislation (S. 1923) is a sure thing for passage. Based on the unanimous bi-party support in the House, we should be able to conclude that this current legislation (the result of our industry’s past seven years of efforts) would have a strong chance of Senate passage.

On the contrary, according to status of S.1923, the Senate version has a less than stellar chance of passing. Our industry has never gotten this far in the legislative process before, and we have momentum working to our advantage. We must have your efforts and/or continued efforts to facilitate passage in the Senate. See a

We have come so far, but still need your help. Here is what we need you to do:
• Contact your Senators and urge that they both co-sponsor S.1923 and vote for it when it comes to the Senate floor. (See the attached proposed form letter to go to both of your two Senators)

Contact your Senators today! Invest three minutes of your time to contact your Senators about your support for S.1923 by clicking here.

Contact Georgia Sen. Johnny Isakson

Contact Georgia Sen. Saxby Chambliss

We currently have a total of five Sponsors and Co-Sponsors for S.1923:
• Joe Manchin, III [D-WV]
• David Vitter [R-LA]
• Saxby Chambliss [R-GA]
• Thomas Coburn [R-OK]
• John Barrasso [R-WY]
Invite your Senators to Co-Sponsor S 1923!
Contact Georgia Sen. Johnny Isakson
Contact Georgia Sen. Saxby Chambliss

Share this link with an urgent plea for support to the Brokers, Lenders, and other Transaction Professionals in your network to insure their clients, business owners are not put at risk in the event of an asset sale converting to a stock sale.

BREAKING NEWS! Last Friday, the SEC issued a sweeping M&A Brokers No-Action Letter generally mirroring HR 2274 /S.1923. This is another major milestone on our path toward clarifying and simplifying the complex, overlapping and unduly burdensome regulations that can impact buyers and sellers of privately held businesses, and the professionals who seek to assist them.

In a nutshell, unregistered brokers and intermediaries operating within the bright guidelines of the No-Action Letter can now take some added degree of comfort that the SEC very likely will not pursue action against them, regardless of the size of the transaction. We have little doubt this was influenced by our legislative successes. Unfortunately, an SEC no action letter does not prevent attorneys or courts from tangling brokers in asserting the need for registration, and it can be withdrawn by SEC at will, and further does not obligate any state from following suit in contradiction to their state securities licensing laws. We cannot lose sight of the goal and lose any momentum now! We need to complete the process to accomplish exemption by law!

Do it now. This is your future. We need your help!

Thank you for your continued efforts and support.

Dora Lanza & Steve Wain
2014 M&A Source and IBBA Chairs

Text of Proposed Letter




RE:      Support S. 1923 the Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2013

Dear [Recipient’s Title and Name]:

As an M&A advisor, I am writing to ask for your support of S. 1923, the Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2013.  This bipartisan bill to reduce regulatory burdens on small business owners and their advisors was passed by the House of Representatives (H.R. 2274) on January 14 by a vote of 422-0.

Senator Joe Manchin III (D-WV),  and Senator David Vitter (R-LA) introduced the Senate version of the bill and I encourage you to cosponsor this bill and urge your colleagues to pass the bill on the Senate floor.  Senators Saxby Chambliss (R GA), Tom Coburn (R OK), and now  Senator John Barrasso (R WY) have co-sponsored the bill.

As an M&A advisor myself, I know that:

  • An estimated $10 trillion of privately owned businesses will be sold or closed as baby boomers retire.
  • Jobs are preserved and created when new entrepreneurs acquire and grow existing businesses.
  • Business brokers can play a key role in facilitating private business mergers, acquisitions, and sales.
  • Simplified regulation of business brokerage services will facilitate the flow of capital to privately held businesses, which are the driving force in growing the nation’s economy and job growth.

In its guidance to the House Financial Services Committee on this bill, the SEC strongly preferred exempting business brokers and M&A advisors who assist in the sale of smaller, privately held businesses, as opposed to creating a simplified registration and regulatory regime.

Passage of S. 1923 is strongly supported by the Alliance of Merger and Acquisition Advisors (AM&AA), the Small Business Investor Alliance (SBIA), the US Chamber of Commerce, the North American Securities Administrators Association (NASAA), the Association for Corporate Growth (ACG), the M&A Source (MAS), the International Business Brokers Association (IBBA), and numerous regional, national and international professional associations.

For more information on this legislation, please view the AM&AA’s Fact Sheet by pasting this link to your browser window:

Thank you for your support.