SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Small Business Merg-
ers, Acquisitions, Sales, and Brokerage Simplification Act 
of 2013’’. 
SEC. 2. MERGER AND ACQUISITION BROKERS. 
(a) IN GENERAL.—Section 15(b) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o(b)) is amended by 
adding at the end the following: 
‘‘(13) MERGER AND ACQUISITION BROKERS.— 
‘‘(A) REGISTRATION BY NOTICE-FILING.— 
Notwithstanding paragraphs (1) and (2), an 
M&A broker may register for purposes of this 
section by filing with the Commission an elec-
tronic notice in such form and containing such 
information concerning the M&A broker and 
any persons associated with the M&A broker as 
the Commission may by rule prescribe as nec-
essary or appropriate in the public interest or 
for the protection of investors. 
‘‘(B) 
EFFECTIVENESS
OF
REGISTRA-
TION.— 
‘‘(i) IMMEDIATE.—Except as provided 
in clause (ii), the registration of an M&A 
broker under subparagraph (A) shall be-
come effective upon receipt by the Com-
mission of a properly completed notice 
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from the M&A broker under such subpara-
graph. 
‘‘(ii) 
COMMISSION
APPROVAL
RE-
QUIRED.—The registration of an M&A 
broker under subparagraph (A) shall not 
become effective without approval by the 
Commission if the M&A broker or a person 
associated with the M&A broker is subject 
to— 
‘‘(I) suspension or revocation of 
registration under paragraph (4); 
‘‘(II) a statutory disqualification 
(except that the date of the filing of 
the notice under subparagraph (A) 
shall be substituted for the date re-
ferred to in section 3(a)(39)(F)); or 
‘‘(III) disqualification under the 
rules adopted by the Commission 
under section 926 of the Dodd-Frank 
Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 77d note) 
(except that the date of the filing of 
the notice under subparagraph (A) 
shall be substituted for the date re-
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ferred to in paragraph (2)(A)(ii) of 
such section). 
‘‘(C) UPDATED INFORMATION.—If the in-
formation contained in a notice filed under sub-
paragraph (A) becomes inaccurate or incom-
plete in any material respect, the M&A broker 
shall update such information in a form and 
manner to be specified by the Commission. 
‘‘(D) PUBLIC
AVAILABILITY.—The Com-
mission shall make publicly available on the 
website of the Commission the information pro-
vided in a notice filed under subparagraph (A), 
as updated under subparagraph (C). 
‘‘(E) 
DISCLOSURE
TO
CLIENTS.—The 
Commission may require an M&A broker reg-
istered under subparagraph (A) to deliver to 
the clients of the M&A broker a disclosure doc-
ument describing the M&A broker and the af-
filiates, associated persons, services, and fees of 
the M&A broker, any conflicts of interest of the 
M&A broker, and such other information as the 
Commission considers necessary or appropriate 
in the public interest or for the protection of in-
vestors. 
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‘‘(F) EXEMPTIONS FOR M&A BROKERS.— 
To the extent that the activities of an M&A 
broker registered under subparagraph (A) are 
within the scope of the activities described in 
subparagraph (K)(iii), the M&A broker (and 
any persons associated with the M&A broker) 
shall be exempt from— 
‘‘(i) except as provided in subpara-
graph (G), the requirements of this Act 
that apply to a broker registered, or re-
quired to be registered, under this sub-
section (or to any persons associated with 
such a broker, as the case may be); and 
‘‘(ii) the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.). 
‘‘(G) PROVISIONS
APPLICABLE
TO
M&A 
BROKERS.— 
‘‘(i) IN GENERAL.—The following pro-
visions shall apply to an M&A broker reg-
istered under subparagraph (A) (or to any 
persons associated with the M&A broker, 
as the case may be): 
‘‘(I) This paragraph and para-
graphs (4), (5), (6), and (7). 
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‘‘(II) Subsection (a), paragraphs 
(1)(A) and (3)(A) of subsection (c), 
and subsection (g). 
‘‘(III) Subsections (a)(1) and 
(b)(1) of section 17. 
‘‘(ii) TAILORED APPLICATION.—In ap-
plying subsection (c)(3)(A) of this section 
and subsections (a)(1) and (b)(1) of sec-
tion 17 to M&A brokers, the Commission 
shall take into account the nature of the 
transactions in which M&A brokers are in-
volved, the involvement of the parties to 
such transactions in such transactions, and 
the limited scope of the activities of M&A 
brokers under subparagraph (K)(iii), in-
cluding that M&A brokers do not have cus-
tody of the funds or securities to be ex-
changed by the parties to such trans-
actions. 
‘‘(iii) STATE
LAW
PREEMPTION.— 
Subsection (i)(1) shall govern the relation-
ship between the requirements applicable 
to M&A brokers under this Act and the re-
quirements applicable to M&A brokers 
under the law of a State or a political sub-
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division of a State. Except as provided in 
such subsection, this paragraph shall not 
preempt the law of a State or a political 
subdivision of a State applicable to M&A 
brokers. 
‘‘(H) EXCLUDED
ACTIVITIES.—An M&A 
broker may not in reliance on this paragraph do 
any of the following: 
‘‘(i) Directly or indirectly, in connec-
tion with the transfer of ownership of an 
eligible privately held company, receive, 
hold, transmit, or have custody of the 
funds or securities to be exchanged by the 
parties to the transaction. 
‘‘(ii) Engage on behalf of an issuer in 
a public offering of any class of securities 
that is registered, or is required to be reg-
istered, with the Commission under section 
12 or with respect to which the issuer files, 
or is required to file, periodic information, 
documents, and reports under section 
15(d). 
‘‘(I) COORDINATION WITH THE STATES.— 
In establishing appropriate uniform and con-
sistent standards of training, experience, com-
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