Bill > HR2274

This bill, the Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2013, amends the Securities Exchange Act of 1934 to create an exemption from registration requirements for merger and acquisition (M&A) brokers who facilitate the transfer of ownership of smaller, privately held companies. An M&A broker is defined as someone who assists in the purchase, sale, or exchange of securities or assets of such companies, provided that the buyer will control and actively manage the company after the transaction, and that sellers receive necessary financial information about the buyer's securities if applicable. This exemption does not apply if the M&A broker handles client funds or securities, or if they are involved in public offerings of registered securities. The bill also specifies that "eligible privately held companies" are those not publicly traded and with either less than $25 million in earnings before interest, taxes, depreciation, and amortization, or less than $250 million in gross revenues in the preceding fiscal year. Importantly, the bill allows for these financial thresholds to be adjusted for inflation every five years.