Indiana § 23-19-4-1.5 - Exemption from registration for merger and acquisition brokers; exceptions

§ 23-19-4-1.5. Exemption from registration for merger and acquisition brokers; exceptions

Sec. 1.5. (a) As used in this section, "business combination related shell company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(i), as in effect on July 1, 2026.

(b) As used in this section, "eligible privately held company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(iii), as in effect on July 1, 2026.

(c) As used in this section, "merger and acquisition broker" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(iv), as in effect on July 1, 2026.

(d) As used in this section, "passive buyer" means a person or a group of people that acquire ownership of an eligible privately held company, but does not direct the management or policies of the eligible privately held company after the transaction.

(e) As used in this section, "shell company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(v), as in effect on July 1, 2026.

(f) Except as provided in subsections (g) and (h), a merger and acquisition broker shall be exempt from registration as a broker-dealer under this article.

(g) A merger and acquisition broker is not exempt from registration under subsection (f) if the merger and acquisition broker does any of the following:

(1) Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company, receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the transaction.

(2) Engages on behalf of an issuer in a public offering of any class of securities that is registered, or is required to be registered, with the Securities and Exchange Commission under 15 U.S.C. 78l.

(3) Engages on behalf of an issuer in a public offering of any class of securities that the issuer files, or is required to file, periodic information, documents, and reports under 15 U.S.C. 78o(d).

(4) Engages on behalf of any party in a transaction involving a shell company other than a business combination related shell company.

(5) Directly or indirectly, through any of its affiliates, provides financing related to the transfer of ownership of an eligible privately held company.

(6) Assists any party in obtaining financing from an unaffiliated third party without:

(A) complying with all applicable laws in connection with providing the assistance described in this subdivision, including, if applicable, Regulation T (12 CFR 220 et seq.); and

(B) disclosing any compensation received by the merger and acquisition broker in writing to the party.

(7) Represents both the buyer and the seller in the same transaction without providing a clear written disclosure describing who the merger and acquisition broker represents and obtaining written consent from the buyer and the seller to the joint representation.

(8) Facilitates a transaction with a group of buyers formed with the assistance of the merger and acquisition broker to acquire an eligible privately held company.

(9) Engages in a transaction involving the transfer of ownership of an eligible privately held company to a passive buyer or a group of passive buyers.

(10) Binds a party to a transfer of ownership of an eligible privately held company.

(h) A merger and acquisition broker or an officer, director, member, manager, partner, or employee of the merger and acquisition broker is not exempt from registration under subsection (f) if the merger and acquisition broker or an officer, director, member, manager, partner, or employee of the merger and acquisition broker:

(1) has been barred from association with a broker-dealer by the Securities and Exchange Commission, any state, or any self-regulatory organization; or

(2) is suspended from association with a broker-dealer.

As added by P.L.41-2026, SEC.2.