Henry Kahn, Robert Welp and Richard Parrino
To review the M&A Brokers “no-action” letter issued in February 2014 by the staff of the USA Securities and Exchange Commission that clarifies the circumstances in which…
Abstract
Purpose
To review the M&A Brokers “no-action” letter issued in February 2014 by the staff of the USA Securities and Exchange Commission that clarifies the circumstances in which intermediaries (M&A brokers) may receive transaction-based compensation for services provided in connection with sales of private companies without having to register and be regulated by the SEC as broker-dealers under the USA Securities Exchange Act of 1934.
Design/methodology/approach
Examines the new SEC staff interpretative guidance on activities of M&A brokers in light of USA federal securities laws and previous staff no-action letters that address the application of broker-dealer registration requirements to such intermediaries when they render services in connection with purchases and sales of privately-held companies. Summarizes the manner in which the SEC staff’s new position expands the types of private M&A transactions on which intermediaries may advise and broadens the scope of services they may provide without subjecting themselves to Exchange Act registration.
Findings
The M&A Brokers letter dispels much of the uncertainty existing under earlier SEC staff no-action letters about the scope of permissible activities in which unregistered intermediaries may engage in private M&A transactions. By broadening the scope of those activities under the federal statutory regime governing broker-dealers, the new staff guidance should facilitate the expansion of services provided by M&A brokers without registration and permit greater flexibility for M&A brokers and their clients to structure compensation arrangements. The paper cautions that, absent reform of more restrictive regulation under the securities laws of some states, the prospects for expanded involvement by unregistered intermediaries in private M&A transactions may not be fully realized.
Originality/value
Expert guidance from experienced securities lawyers.
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David B. Szabla, Elizabeth Shaffer, Ashlie Mouw and Addelyne Turks
Despite the breadth of knowledge on self and identity formation across the study of organizations, the field of organizational development and change has limited research on the…
Abstract
Despite the breadth of knowledge on self and identity formation across the study of organizations, the field of organizational development and change has limited research on the construction of professional identity. Much has been written to describe the “self-concepts” of those practicing and researching in the field, but there have been no investigations that have explored how these “self-concepts” form. In addition, although women have contributed to defining the “self” in the field, men have held the dominant perspective on the subject. Thus, in this chapter, we address a disparity in the research by exploring the construction of professional identity in the field of organizational development and change, and we give voice to the renowned women who helped to build the field. Using the profiles of 17 American women included in The Palgrave Handbook of Organizational Change Thinkers, we perform a narrative analysis based upon the concepts and models prevalent in the literature on identity formation. By disentangling professional identity formation of the notable women in the field, we can begin to see the nuance and particularities involved in its construction and gain deeper understandings about effective ways to prepare individuals to work in and advance the field.
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Richard Johnstone and Michael Quinlan
The purpose of this research is to analyse the problems for occupational health and safety (OHS) regulators posed by agency work/leased labour (also known as labour hire in…
Abstract
Purpose
The purpose of this research is to analyse the problems for occupational health and safety (OHS) regulators posed by agency work/leased labour (also known as labour hire in Australasia), using Australian evidence.
Design/methodology/approach
The analysis is based on an examination of prosecutions involving labour hire firms along with other documentary records (union, industry and government reports and guidance material). The study also draws on interviews with approximately 200 regulatory officials, employers and union representatives since 2001 and workplace visits with 40 OHS inspectors in 2004‐2005.
Findings
The triangular relationship entailed in labour leasing, in combination with the temporary nature of most placements, poses serious problems for government agencies in terms of enforcing OHS standards notwithstanding a growing number of successful prosecutions for breaches of legislative duties by host and labour leasing firms.
Research limitations/implications
Research to investigate these issues in other countries and compare findings with those for Australia is required, along with assessing the effectiveness of new enforcement initiatives.
Practical implications
The paper assesses existing regulatory responses and highlights the need for new regulatory strategies to combat the problems posed by labour.
Originality/value
The OHS problems posed by agency work have received comparatively little attention. The paper provides insights into the specific problems posed for OHS regulators and how inspectorates are trying to address them.