New M&A Broker Exemption From SEC Registration: Key Elements, Excluded Activities, Practical Considerations
Understanding the Exemption's Benefits, Limitations, and Impact on M&A Deals
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will analyze the recently enacted federal M&A broker exemption from SEC registration. The panel will discuss the benefits and limitations of the exemption, the practical considerations for complying with broker registration requirements under both federal and state securities laws, and the implications of the new exemption on M&A deals.
Outline
- Background
- Key terms of the new federal statutory exemption
- M&A broker
- Eligible privately held company
- Control
- Excluded activities
- Disqualification
- State law requirements
- Practical considerations and next steps
Benefits
The panel will review these and other key issues:
- What is the background regarding the new federal registration exemption for M&A brokers?
- What are the key terms, elements, and definitions of the new exemption?
- What are the benefits and limitations of the new exemption?
- Does the new federal exemption preempt state broker registration requirements?
- What are the key takeaways and practical considerations of the new exemption on M&A deals?
Faculty

Daryl B. Robertson
Partner
Hunton Andrews Kurth
Mr. Robertson’s practice focuses on business and finance transactions, entity formation, M&A, and securities... | Read More
Mr. Robertson’s practice focuses on business and finance transactions, entity formation, M&A, and securities law. He has experience in sophisticated and complicated business transactions in various practice areas, including corporate, commercial real estate, private equity, oil and gas, and secured lending. He represents entrepreneurs, hospitality firms, REITs, private equity investors, financial institutions and other businesses in a wide variety of matters, including purchases and sales of hotels, restaurants, oil and gas, and other real estate properties, formation of real estate investment funds, sales of REITs, commercial and real estate loans, oil and gas production loans, private and public offerings of securities, securities reporting for public companies, management agreements and leases for hotels, office buildings and oil and gas properties, joint venture and partnership agreements, asset securitizations, merger agreements, purchase and sale agreements, shareholders' agreements, and the structuring and documentation of other transactions of wide variety. Mr. Robertson is a frequent author and lecturer on a variety of legal topics.
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Eden L. Rohrer
Of Counsel
McIntyre & Lemon
Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis,... | Read More
Ms. Rohrer specializes in securities broker-dealer regulatory matters, including broker-dealer status analysis, registration, compliance, and enforcement defense. She represents a broad range of clients in connection with traditional broker-dealer activities and activities involving new technologies such as digital assets, cryptocurrencies, utility tokens, NFTs, distributed ledger technology, digital wallet providers, DeFi applications and protocols and Web3-related businesses. Ms. Rohrer’s broker-dealer practice includes the assessment of whether proposed activities require broker-dealer registration or qualify for an exemption. For decades, she has successfully shepherded firms through the FINRA new membership application process and the FINRA continuing membership application process to obtain approval for changes of ownership and control.
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