Shane Hansen, JD, Warner, Norcross & Judd, LLP

Rulemaking Proposals to Protect Your Future and Enhance the Profession

What’s the difference between you and an investment banker? Your business card may not read “One Wall Street, New York, New York” but, apart from the number of zeros in the deal price, and your take home pay, your M&A engagements and daily activities are regulated no differently under federal and state securities laws. Those laws were written more than 70 years ago to regulate the offer and sale of securities and they cast a very broad net, the full reach of which is becoming clearer every day. Proposals before the Securities and Exchange Commission (SEC) and the North American Securities Administrators Association (NASAA) seek to right size existing federal and state securities regulation to more appropriately fit an M&A intermediary’s or business broker’s engagements and activities. Shane Hansen will discuss the application of existing securities laws and regulations to the M&A middle market: When and how do securities laws apply? Practically speaking, how do you comply? What bad things can happen if you don’t? Shane will explain how federal and state securities laws apply to M&A transactions. Explore practical approaches to complying with today’s securities regulation. Discusspotential consequences of securities law violations. Review proposals for M&A broker regulations and an exemption for CBI-type small business sale transactions. Understand why the proposed rules would protect M&A intermediaries and enhance the profession.

With more than 25 years of legal practice involving corporate mergers, acquisitions, and securities regulation, Shane Hansen understands M&A transactions and the application of federal and state securities regulation to the parties and their intermediaries.  Working on behalf of the Alliance of Merger and Acquisition Advisors (AM&AA) and with the support of the International Business Brokers Association (IBBA), he has been the lead author of the concept outlines and proposed rules to legitimize “M&A brokers” and to elevate the legal authority of the SEC’s 2006 no-action letter to Country Business, Inc. (CBI), to a Commission-adopted rule and extend its legal authority under state securities laws and rules.  These proposed federal and model state rules have been presented to, and are under consideration by, the SEC staff and state securities regulators.  He will explain why these proposed rules would, if adopted, benefit both you and the profession, and where the proposals are in the rulemaking process.

 Among other professional commitments, Mr. Hansen is a member of the American Bar Association’s Committee on State Securities Regulation and co-chairs its subcommittee of liaisons to the 50 states and Canadian provinces.  He is listed in the 2007 and 2008 editions of The Best Lawyers in America and Michigan Super Lawyers.  He is an author and speaker for the National Society of Compliance Professionals on various securities regulatory topics.  He co-chairs the Broker-Dealer and Investment Adviser Practice Group of Warner Norcross & Judd LLP, a 200+-attorney law firm headquartered in Grand Rapids, Michigan.