S. 3518

Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2018

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.