M&A Broker Proposal:
The Registered M&A Broker Proposal currently being considered by the U.S. Securities and Exchange Commission will define an intermediary’s role and will clearly exempt him or her from requiring registration under a securities broker dealer. As you know, our industry has operated with insufficient regulatory definition since its inception. The M&A Broker Proposal has been drafted to provide the much needed clarification and definition to an industry that has operated with insufficient regulatory definition since its inception. Removing such uncertainty will assist to eliminate negative consequences, such as the need to incur substantial cost to register as a broker dealer even though that structure has little to do with the business broker industry or the risk that a business broker will not be paid for his or her legitimate efforts. Please review the materials in the link(s) set out below and feel free to contact any member of MBBI's Legislative Committee with any questions you may have.
The Legislative section of this website is available to MBBI members only and has a great deal more information on this important issue.
If you would like to make a contribution to help pay for legal costs and expenses related to this initiative click here. For a list of those who have already made a contribution please click here. The MBBI is matching contributions up to a cumulative total of $10,000.
Information from the SEC No Action Letter
The links below are to a letter by Holland + Knights, Attorneys in Chicago, to the Chief Counsel and Associate Director, Division of Market Regulation, Securities and Exchange Commission requesting assurance that the staff of the Division of Market Regulation of the Securities and Exchange Commission will not recommend enforcement action to the Commission under Section 15(a) the Securities Exchange Act of 1934; and the reply by the Chief Counsel.
Letter: http://sec.gov/divisions/marketreg/mr-noaction/cbi110806-incoming.pdf
Reply: http://sec.gov/divisions/marketreg/mr-noaction/cbi110806.htm
MBBI Deal Making 2004 -- Friday, January 30, 2004
Obeying Securities, Broker-dealer and Business Brokers Laws to Protect Fees and Avoid Fines
Speaker:
Craig McCrohon - Holland & Knight LLC - Chicago, IL
- Email:craig.mccrohon@hklaw.com Website:www.hklaw.com
- Presentation: Getting Paid and Staying Out of Jail: Selected Laws Regulating Business Brokers Download PDF (295 kb)
GOVERNMENT ISSUES
Illinois Regulates Business Brokering: Since 1995 Illinois Business Brokers Act of 1995 [815 ILCS 307] regulates all those involved with business brokering. Penalties for non-compliance are severe. The law applies to all transactions involving businesses domiciled in Illinois regardless of size. The 1995 Act is administered by the Securities Department of Illinois Secretary of State's office. MBBI works closely with the Securities Department and the Secretary of State to assure that the laws and regulations are workable and fair. MBBI is currently working with them on a few legislative and regulatory changes.
Securities Department
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Operating as a Business Broker in Illinois Persons who, in return for a fee, commission or other compensation from any person who is domiciled in the State of Illinois, promise to procure a business or assist in the procurement of a business, negotiates offers, buys, sells, or otherwise deals in options on ...
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URL: http://www.cyberdriveillinois.com/departments/securities/business_broker/home.html
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MBBI has made available information the securities and exchange for such information as: Registration and Licensing of Business Brokers,
Forms and Publications URL: http://www.cyberdriveillinois.com/publications/securitiespub.html
Audit and Compliance URL: http://www.cyberdriveillinois.com/departments/securities/business_broker/brkrcom.html
UNIFORM COMMERCIAL CODE
http://www.cyberdriveillinois.com/departments/business_services/uniform_commercial_code/home.html
The administration of the UCC has an important impact on the economy and upon the rights of the public, in this state & in the United States. The volume of international, interstate & multistate transactions pursuant to the UCC requires that the administration of the UCC be conducted in a manner that promotes both local & multi-jurisdictional commerce by striving for uniformity in policies and procedures among the various states.
Article 9 of the Uniform Commercial Code was amended effective July 1, 2001 as a part of a nationwide effort by the National Conference of Commissioners on Uniform State Laws. The amendments made sweeping changes to the law in Illinois and several other states with the purpose of bringing greater certainty to financing transactions. Section 5 of Article 9 charges the Secretary of State's office with the duty of accepting financing statements for filing and maintaining a record keeping system to allow quick and accurate searches by lenders and others.
EFFECTIVE OCTOBER 1, 2001
DUE TO NEW POLICIES IN THE UCC DIVISION ALL FORMS MUST BE TYPEWRITTEN, INCLUDING SEARCHES. THIS MEANS THAT WE WILL START REJECTING ALL HANDWRITTEN INFORMATION, SUCH AS TYPE OF ORGANIZATION, JURISDICTION AND ORGANIZATION ID NUMBER. ALSO PLEASE KEEP IN MIND THAT THE DEBTOR AND SECURED PARTY INFORMATION MUST BE IN ALL CAPS AND 12 POINT TIMES NEW ROMAN FONT.
UCC1 Lien Filing Form:
http://www.cyberdriveillinois.com/departments/business_services/ucc01.pdf
UCC3 Lien Release Filing Form:
http://www.cyberdriveillinois.com/departments/business_services/ucc3.pdf
To fill out UCC forms ON LINE use the following link:
http://www.cyberdriveillinois.com/departments/business_services/uniform_commercial_code/disclaimer.html
The materials and information on this Web site have been prepared by MBBI for general informational purposes only and should not be construed in any manner as providing legal advice. You should not act, or refrain from acting, based upon any information on this Web site. MBBI has made no investigation or verification of the information presented on this Web site. In that regard, the sample documents below are intended only as examples and as a starting point. MBBI members and any visitors to this Web site should consult with their respective legal advisers prior to using any such examples and prior to using any such information presented on this Web site.
MBBI owns all copyright and other rights in and to all copyrightable text and graphics on this Web site, the selection, arrangement, and presentation of all materials on this Web site (including information in the public domain), and the overall design of this Web site. You may download and print out any part of this Web site for your own personal, non-commercial use. Any other copying, and any distribution, retransmission, or modification of information or materials on this site, including modification of copyright, trademark, or other proprietary notices, whether such material or information is in electronic or hard copy form, without the express prior written permission of MBBI, is strictly prohibited.
MBBI Sample of Seller Notification Letter Template PDF
MBBI Lien Filing Example UCC1 PDF
MBBI Lien Release Filing Example UCC3 PDF
Remember when you mail in your UCC1 filings, mail in two copies of each page and a self addressed envelope with a $20.00 check made payable to Illinois Secretary of State.
For further information and contacts, we recommend contacting our MBBI Vice President of Legislative first before you call the state with your questions to the above information.
MBBI Vice President of Legislative
Ray Horn
Meltzer, Purtill & Stelle, LLC
1515 E. Woodfield Road
Second Floor
Schaumburg, IL 60173-5431
W: 847-330-2430
F: 847-330-1231
rhorn@mpslaw.com
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Illinois Securities Department
Lynda Olson, Examiner
Jefferson Terrace Suite 300A
300 West Jefferson Street
Springfield, IL 62702
W: 217-785-4932
F: 217-524-2172
lolson@ilsos.net |
Illinois Securities Department
David Finnigan, Senior Enforcement Attorney Illinois Security
Lincoln Tower
Jefferson Terrace Suite 300A
300 West Jefferson Street
Springfield, IL 62702
W: 217-785-4947
F: 217-782-8876
dfinnigan@ilsos.net
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Illinois Secretary of State
UCC Division
Howlett Building
Room 350 West
Springfield, IL 62756
W: 217-782-7518
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