Broker-Dealer Licensing in M&A Transactions
December 2016
The M&A Breakfast Series
Broker-Dealer Licensing in M&A Transactions - Federal and Colorado Developments
Co-sponsored by the M&A Subsection of the CBA Business Law Section
Program Description:
Merger and acquisition transactions frequently involve persons who introduce the acquiring company to the target, and then believe that the intermediary should be compensated. The Securities and Exchange Commission staff has taken a very strong position that the receipt of any sort of transaction-based compensation leads to a conclusion that the intermediary should be registered as a broker-dealer. While federal courts have looked at other factors, the SEC describes transaction-based compensation as the "hallmark" of broker-dealer activity and required broker-dealer registration. By letter dated January 31, 2014, the SEC established a very limited exception for M&A brokers in a very narrow context.
Don't Forget: The M&A Breakfast CLE Series is also available via live Internet webcast, direct to your desktop!
Save February 7, 2017 for the next M&A Breakfast CLE Program! There will not be a January, 2017 Breakfast CLE program.
Meet Your Presenters:
Herrick K. Lidstone, Jr., Esq., is a shareholder in the law firm of Burns Figa & Will PC, where he practices in the areas of business transactions, including taxation, limited liability company and corporate formation and organization, mergers and acquisitions, and securities. Mr. Lidstone served on the Colorado Securities Board (Colorado Department of Regulatory Agencies) from 1999 until 2011, and started a new three-year term in 2014; he was Chair of the Board for three years during his term. Mr. Lidstone has served numerous times as an expert witness in cases involving ethics, corporate, partnership, limited liability company, and securities law matters.
Mr. Lidstone is the Colorado Bar Association's representative to the Association Advisory Board of the ABA's Working Group on Legal Opinions. He is a member of the Arapahoe, Denver, Colorado and American Bar Associations and the Denver Association of Oil and Gas Title Lawyers. Mr. Lidstone has served as a member of the Executive Council of the Colorado Bar Association's Business Law Section since 2007 (and is a past chair of the Executive Council), and as the Business Law Section's representative to the Working Group on Legal Opinions Foundation (formerly of the American Bar Association) since 2007.
Mr. Lidstone earned his AB degree from Cornell University in 1971 and JD degree from the University of Colorado at Boulder in 1978. He served on active duty as an officer in the United States Navy from 1971 until 1975, and in the U.S. Naval Reserve until 1980 from which he retired as a Lieutenant Commander. Mr. Lidstone is a Fellow emeritus of the Colorado and Arapahoe County Bar Foundations, the charitable arms of the Colorado Bar Association.
S. Lee Terry, Jr., Esq., practices corporate and securities law, focusing on commercial and investment transactions, including but not limited to mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts, and both public and private offerings of securities. In addition, Mr. Terry regularly drafts and reviews periodic reports and other documents required to be filed with the SEC under the federal securities laws. He also provides advice to broker-dealers, investment advisers, hedge funds and mutual funds under the securities laws, including the Investment Company Act and the Investment Advisers Act.
As a result of starting his career as a staff attorney in the Office of the General Counsel of the Securities and Exchange Commission in Washington, D.C., Mr. Terry's practice has always revolved around the securities laws, including various types of capital raising transactions, such as private equity and venture capital financings, accredited investor offerings and crowdfundings, as well as compliance with SEC and stock exchange disclosure requirements for publicly held companies.
Mr. Terry has served on various boards and committees, including the Colorado Securities Commissioner's Advisory Committee, the Business Law Council of the Colorado Bar Association, the Colorado Blue Sky Law Revision Committee, and the Economic Development and Small Business Councils of the Colorado Association of Commerce and Industry. He is also regularly involved in securities arbitrations and litigation and has served as an expert witness on various issues arising under state and federal securities laws. Mr. Terry has been named in The Best Lawyers in America® since 2009, where he is currently listed in the practice areas of Corporate Law, Securities/Capital Markets Law, and Securities Regulation. He has also earned an AV Preeminent® Peer Review RatingTM from Martindale-Hubbell®.
Program Series Chair:
Darren Hensley, Esq.
Polsinelli PC
Denver, CO
PROGRAM AGENDA
7:30 AM – 8:00 AM
Registration and Continental Breakfast
8:00 – 9:00 AM
Broker-Dealer Licensing in M&A Transactions: Federal and Colorado Developments
- Circumstances in Which the Securities and Exchange Commission Exempts Intermediaries Registering as Broker-Dealers
Pertinent Colorado Statutes and Rules
- What Are Other States Doing and Discussing?
9:00 AM
Adjourn
Location Information
CLECI Large Classroom
1900 Grant Street, Suite 300
Denver, CO 80203
Get directions
1900 Grant Street, Suite 300
Denver, CO 80203
Registration Fees
| Non Member | $79.00 |
| CBA Member | $59.00 |
| New Lawyer Edge Partner | $29.50 |
| CBA M&A Subsection Member | $29.00 |
| CBA Business Law Section Member | $29.00 |
| CLEACCESSPASS--ELITE Pass Holder | $0.00 |
- General Credits: 1.00
- Ethics Credits: 0.00
- EDI Credits:
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