H.R. 477

Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2017

(Sec. 2) This bill amends the Securities Exchange Act of 1934 to exempt from that Act's registration requirements merger-and-acquisition brokers that facilitate transfer of ownership in privately held companies with earnings or revenues under a specified threshold. This exemption shall not apply, however, to brokers that:

• receive, hold, transmit, or have custody of funds or securities to be exchanged by parties to an ownership transfer;
• engage on behalf of an issuer in a public offering of registered securities;
• engage on behalf of any party in a transaction involving specified shell companies;
• provide financing related to the transfer of ownership;
• assist any party to obtain financing from a third party in specified circumstances;
• represent both buyer and seller without disclosure and consent from both parties;
• facilitate a transaction with a group of buyers formed with the assistance of the broker;
• engage in transferring ownership to a passive buyer;
• bind a party to a transfer of ownership; or
• are subject to suspension or revocation of registration or to other specified disqualifications.