July 23, 2012

Broker-Dealer No-Action Relief for Advisors in Cross-Border Mergers and Acquisitions

Arnold & Porter Advisory

In a No-Action Letter recently issued to Arnold & Porter LLP, on behalf of its client Ernst & Young Corporate Finance (Canada) Inc. and certain related entities, the staff of the U.S. Securities and Exchange Commission (SEC) has confirmed that it would not recommend enforcement action against certain non-U.S. advisors in cross-border merger and acquisition transactions for failure to register as a securities broker-dealer with the SEC.  The No-Action Letter is significant because of its reliance on revised accounting concepts, and because it is the first time the Staff has provided relief in this area in approximately 15 years.

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