NASAA Urges Congress To Codify M&A Broker Relief

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that would take away the authority of state governments to protect investors by further restricting state laws to register and regulate certain offerings, professionals, and transactions".   Congressional Republicans proposed the JOBS Act 4.0 earlier this year as enhancing the Jumpstart Our Business Startups (JOBS) Act enacted in 2012.

Surprisingly, NASAA's letter supports regulatory relief for merger and acquisition brokers:

S. 3391/H.R. 935, Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act, would allow certain brokers, called merger and acquisition brokers, to organize sales and purchases of ownership and control of private companies without registering as “broker-dealers” with the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority, Inc. The legislation would codify the regulatory relieve [sic] envisioned in a no-action letter that SEC staff issued in January 2014 and a NASAA model rule adopted in September 2015. In May 2022, the House passed this legislation unanimously. Earlier versions of this bill have passed the full House unanimously in prior congresses. (footnote omitted)

Not surprisingly, NASAA is also supporting legislation, S. 3529/H.R. 5419, that would provide grants to state securities and insurance regulators.  The program would be administered by the SEC and would ostensibly support efforts to protect and educate older investors against fraud and other misconduct.