Select members of our firm are SEC licensed under FINRA. To the extent a Transaction involves the exchange of “securities” as defined under Section 3(a)(10) of the Securities Exchange Act of 1934 (“Securities-Related Activities”), such activities will be conducted through our relationship with an outside Broker Dealer Group. Specifically, Securities-Related Activities will be assigned to and supervised by a Broker Dealer member of FINRA/SIPC.
In February 2014, the Security and Exchange Commission’s (SEC) Division of Trading and Markets publicly issued a significant no-action letter advising that M&A brokers no longer need to register as broker-dealers to facilitate mergers, acquisitions, business sales and business combinations based upon the following:
1. An M&A broker will not have the ability to bind a party to an M&A transaction.
2. An M&A broker will not provide financing for an M&A transaction.
3. An M&A broker may not have custody, control or possession of or otherwise handle funds or securities issued or exchanged in connection with the transaction.
4. The transaction cannot involve a public offering.
5. An M&A broker who represents both buyers and sellers must clearly disclose such representation and obtain written consent from both parties.
6. An M&A broker will facilitate an M&A transaction with a group of buyers only if the group is formed without the assistance of the M&A broker.
7. The buyer must control and actively operate the acquired company.
8. The transaction cannot result in the transfer of interests to a passive buyer.
9. Securities received by the buyer or M&A broker in the transaction must be restricted securities.
10. The M&A broker and its officers, directors and employees cannot have been barred or suspended from association with a registered broker-dealer.
One of the most important components of our relationship with you is the trust that you have placed in us to keep your nonpublic information private. The information you provide to Marina Capital Group is used for the purposes of advising and guiding you regarding certain investment transactions. The employees of Marina Capital Group do not discuss client information with anyone outside the company unless specifically authorized to do so by you.
Information we collect and record about you is kept strictly confidential. We maintain security procedures and standards designed to protect nonpublic information at all times. With the exception of circumstances where we are required by law to disclose your nonpublic information, we do not share such information with any unaffiliated entity. In the event that we change this policy and determine that it is beneficial to share information with an unaffiliated third party, we will notify you beforehand and give you the opportunity to opt-out of such information sharing.
This Privacy Statement is only applicable to those client/customer relations where Marina Capital Group has not executed a Confidentiality Agreement or an Engagement Agreement with our client/customer. Where such agreements are in place, they will control the non-disclosure of confidential or private information.
Mergers and Acquisitions [sell companies and divestitures]