SEC Rule 15a-6 No Action Letter: Ernst & Young Global Ltd.

Re: Merger and Acquisition Activities of Foreign Firms in Reliance on Exchange Act Rule 15a-6. The SEC issued a moderately significant no-action letter permitting non-U.S. broker-dealers to rely on Rule 15a-6 in connection with private M&A transactions involving U.S. corporates with over $100 million in total assets. I describe the letter as only moderately significant since the market does not generally comply with Rule 15a-6 in private transactions (and thus, as a practical matter, the letter is not a liberalization) and it is not clear how smaller U.S. corporates will be able to engage non-U.S. broker-dealers to assist with cross-border M&A transactions (although perhaps smaller corporates could engage a non-U.S. broker-dealer on an "unsolicited" basis). See generally, Guide to Broker-Dealer Regulation, Non-U.S. Broker-Dealers.

View letter in full here (links externally to SEC website).