July 17, 2020
Dear Sen. Sherrod Brown (D OH): Dear Sen. Rob Portman (R OH): Dear Rep. Steve Stivers (OH-15):
I’m writing to ask you to co-sponsor and vote FOR HR 609, a bill to amend the Securities Exchange Act of 1934 to exempt from registration brokers performing services in connection with the transfer of ownership of smaller privately held companies. The predecessor bill H.R. 477 (115th), the Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act, passed the US House UNANIMOUSLY (426-0). Recognizing the importance of M&A brokers in the business community, House Financial Services Chairman Jeb Hensarling’s staff and Ranking Member Maxine Waters’ staff came together to make H.R. 477 (115th) a true bipartisan effort. Support for the bill is across the political spectrum to include the U.S. Chamber of Commerce and the North American Securities Administrators Association (NASAA). In their letter expressing strong support for the bill addressed to the bill’s sponsor, Rep. Bill Huizenga, NASAA stated: “…we believe H.R. 609 appropriately balances the legitimate interests of all stakeholders, while maintaining significant safeguards for investors and small business owners.” HR 609 is an identical, successor bill to HR 477, which would amend the 1934 Act to create a limited SEC broker-dealer registration exemption for M&A/business brokers – it does not affect the SEC’s jurisdiction or anti-fraud prohibitions applicable to brokers and others more generally and includes multiple investor protection provisions. The North American Securities Administrators Association (NASAA) has already adopted a model state M&A Broker rule predicated on the text of this bill. Since then, 17 states have either adopted NASAA’s model rule or issued interim no-action relief expressly referencing this pending federal legislation. On behalf of the hundreds of thousands of privately held business owners in our state, and the relatively few business brokers and M&A advisors in our state — and the 15+ million small business owners nationwide — please urge your colleagues promptly enact the bipartisan language in HR 609 either as a standalone bill, or as separate title in an omnibus bill. Thanks in advance for your consideration and support.
Mr. Vasilios Michailidis