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US S1010

US S1010
Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2015


summary

Introduced
04/20/2015
In Committee
04/20/2015
Crossed Over
Passed
Dead
01/03/2017

Introduced Session

114th Congress

Bill Summary

Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2015 Amends the Securities Exchange Act of 1934 to exempt from its registration requirements certain merger and acquisition brokers and associated persons. Denies such registration exemption, however, to brokers who: (1) receive, hold, transmit, or have custody of any funds or securities to be exchanged by parties to a transfer of ownership of an eligible privately held company; (2) engage on behalf of an issuer in a public offering of securities that are either subject to mandatory registration, or with respect to which the issuer must file periodic information, documents, and reports; (3) engage on behalf of any party in a transaction involving a public shell company; or (4) are subject to suspension or revocation of registration, or to certain statutory disqualifications, or to certain final orders. Prohibits this Act from being construed to limit any other authority of the Securities and Exchange Commission to exempt any person, or any class of persons, from any provision of this Act, including any related rule or regulation.

AI Summary

This bill, the Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2015, aims to simplify the process for brokers involved in the transfer of ownership of smaller, privately held companies by exempting them from certain registration requirements under the Securities Exchange Act of 1934. This exemption, however, does not apply to brokers who handle funds or securities directly in these transactions, engage in public offerings of securities for an issuer, deal with "public shell companies" (companies with registered securities but little to no operations or assets), or have a history of regulatory issues or disqualifications. The bill also clarifies that it does not limit the Securities and Exchange Commission's (SEC) existing authority to grant exemptions. An "eligible privately held company" is defined as a private company whose securities are not registered with the SEC and which has annual earnings before interest, taxes, depreciation, and amortization below $25 million or gross revenues below $250 million in the preceding fiscal year. The bill includes provisions for adjusting these financial thresholds for inflation every five years.

Committee Categories

Housing and Urban Affairs

Sponsors (4)

Last Action

Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. (on 04/20/2015)

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