Detailed Instructions: In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
Problem:SECTION 1. SHORT TITLE.

This Act may be cited as the ''Small Business Mergers,
Acquisitions, Sales, and Brokerage Simplification Act of 2015''.

SEC. 2. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

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) Registration exemption for merger and acquisition
brokers.--
''(A) In general.--Except as provided in
subparagraph (B), an M&A broker shall be exempt from
registration under this section.
''(B) Excluded activities.--An M&A broker is not
exempt from registration under this paragraph if such
broker does any of the following:
''(i) 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.
''(ii) 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 Commission under section 12 or with
respect to which the issuer files, or is
required to file, periodic information,
documents, and reports under subsection (d).
''(iii) Engages on behalf of any party in a
transaction involving a public shell company.
''(C) Disqualifications.--An M&A broker is not
exempt from registration under this paragraph if such
broker is subject to--
''(i) suspension or revocation of
registration under paragraph (4);
''(ii) a statutory disqualification
described in section 3(a)(39);
''(iii) a disqualification under the rules
adopted by the Commission under section 926 of
the Investor Protection and Securities Reform
Act of 2010 (15 U.S.C. 77d note); or
''(iv) a final order described in paragraph
(4)(H).
''(D) Rule of construction.--Nothing in this
paragraph shall be construed to limit any other
authority of the Commission to exempt any person, or
any class of persons, from any provision of this title,
or from any provision of any rule or regulation
thereunder.
''(E) Definitions.--In this paragraph:
''(i) Control.--The term 'control' means
the power, directly or indirectly, to direct
the management or policies of a company,
whether through ownership of securities, by
contract, or otherwise. There is a presumption
of control for any person who--
''(I) is a director, general
partner, member or manager of a limited
liability company, or officer
exercising executive responsibility (or
has similar status or functions);
''(II) has the right to vote 20
percent or more of a class of voting
securities or the power to sell or
direct the sale of 20 percent or more
of a class of voting securities; or
''(III) in the case of a
partnership or limited liability
company, has the right to receive upon
dissolution, or has contributed, 20
percent or more of the capital.
''(ii) Eligible privately held company.--
The term 'eligible privately held company'
means a privately held company that meets both
of the following conditions:
''(I) The company does not have any
class of securities registered, or
required to be registered, with the
Commission under section 12 or with
respect to which the company files, or
is required to file, periodic
information, documents, and reports
under subsection (d).
''(II) In the fiscal year ending
immediately before the fiscal year in
which the services of the M&A broker
are initially engaged with respect to
the securities transaction, the company
meets either or both of the following
conditions (determined in accordance
with the historical financial
accounting records of the company):
''(aa) The earnings of the
company before interest, taxes,
depreciation, and amortization
are less than $25,000,000.
''(bb) The gross revenues
of the company are less than
$250,000,000.
''(iii) M&A broker.--The term 'M&A broker'
means a broker, and any person associated with
a broker, engaged in the business of effecting
securities transactions solely in connection
with the transfer of ownership of an eligible
privately held company, regardless of whether
the broker acts on behalf of a seller or buyer,
through the purchase, sale, exchange, issuance,
repurchase, or redemption of, or a business
combination involving, securities or assets of
the eligible privately held company, if the
broker reasonably believes that--
''(I) upon consummation of the
transaction, any person acquiring
securities or assets of the eligible
privately held company, acting alone or
in concert, will control and, directly
or indirectly, will be active in the
management of the eligible privately
held company or the business conducted
with the assets of the eligible
privately held company; and
''(II) if any person is offered
securities in exchange for securities
or assets of the eligible privately
held company, such person will, prior
to becoming legally bound to consummate
the transaction, receive or have
reasonable access to the most recent
fiscal year-end financial statements of
the issuer of the securities as
customarily prepared by the management
of the issuer in the normal course of
operations and, if the financial
statements of the issuer are audited,
reviewed, or compiled, any related
statement by the independent
accountant, a balance sheet dated not
more than 120 days before the date of
the offer, and information pertaining
to the management, business, results of
operations for the period covered by
the foregoing financial statements, and
material loss contingencies of the
issuer.
''(iv) Public shell company.--The term
'public shell company' is a company that at the
time of a transaction with an eligible
privately held company--
''(I) has any class of securities
registered, or required to be
registered, with the Commission under
section 12 or that is required to file
reports pursuant to subsection (d);
''(II) has no or nominal
operations; and
''(III) has--
''(aa) no or nominal
assets;
''(bb) assets consisting
solely of cash and cash
equivalents; or
''(cc) assets consisting of
any amount of cash and cash
equivalents and nominal other
assets.
''(F) Inflation adjustment.--
''(i) In general.--On the date that is 5
years after the date of the enactment of the
Small Business Mergers, Acquisitions, Sales,
and Brokerage Simplification Act of 2015, and
every 5 years thereafter, each dollar amount in
subparagraph (E)(ii)(II) shall be adjusted by--
''(I) dividing the annual value of
the Employment Cost Index For Wages and
Salaries, Private Industry Workers (or
any successor index), as published by
the Bureau of Labor Statistics, for the
calendar year preceding the calendar
year in which the adjustment is being
made by the annual value of such index
(or successor) for the calendar year
ending December 31, 2012; and
''(II) multiplying such dollar
amount by the quotient obtained under
subclause (I).
''(ii) Rounding.--Each dollar amount
determined under clause (i) shall be rounded to
the nearest multiple of $100,000.''.

SEC. 3. EFFECTIVE DATE.

This Act and any amendment made by this Act shall take effect on
the date that is 90 days after the date of the enactment of this Act.
Solution:
Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2015 Amends the Securities Exchange Act of 1934 to exempt from its registration requirements certain merger and acquisition brokers and associated persons. Denies such registration exemption, however, to brokers who: (1) receive, hold, transmit, or have custody of any funds or securities to be exchanged by parties to a transfer of ownership of an eligible privately held company; (2) engage on behalf of an issuer in a public offering of securities that are either subject to mandatory registration, or with respect to which the issuer must file periodic information, documents, and reports; (3) engage on behalf of any party in a transaction involving a public shell company; or (4) are subject to suspension or revocation of registration, or to certain statutory disqualifications, or to certain final orders. Prohibits this Act from being construed to limit any other authority of the Securities and Exchange Commission to exempt any person, or any class of persons, from any provision of this Act, including any related rule or regulation.