1 UNITED STATES AND EXCHANGE SECURITIES COMMISSION 20549 DC WASHINGTON, DIVISION OF MARKETS TRADING AND January 2014 31, [Revised: February 4, 2014] Carter Ledyard Faith Milburn LLP Colish, Esq., & Hewitt, Esq., Attorney at Law A. Martin Rohrer, Esq., L. & Moring, LLP Crowell Eden Esq., Crowell & Moring, LLP Linda Lerner, Ethan Silver, Carter Ledyard & L. LLP Milburn Esq., LLP Nathanson, Crowell & Moring, E. Stacy Esq., M&A Brokers RE: Ms. Colish, Mr. Hewitt, Ms. Rohrer, Ms. Lerner, Mr. Silver Dear Ms. Nathanson: and In letter dated January 31, 2014, you requested assurances that the Division your the Trading would not recommend enforcement action to Markets Commission of and Section 15( a) under the Securities Exchange Act of 1934 ("Exchange Act") if an of Broker" below) that term is defined "M&A were to engage in the activities described (as without of a privately-held company connection in the purchase or sale your in letter with registering a broker-dealer pursuant to as 15(b) Section ofthe Exchange Act. Based on the facts and representations in your request (in particular those described below), without necessarily agreeing with your analysis, the Division and not recommend action to the Commission under Section 15(a) would enforcement ofthe effect Exchange M&A Broker were to if securities transactions in connection with Act an company of ownership of a privately-held conditions under the terms and the transfer to in without registering as a broker-dealer pursuant letter Section 15(b) described your of the Act. Different facts and circumstances may cause us to reach a different Exchange conclusion. The relief in this letter is limited solely to the transactions described in your letter. An Broker" for purposes of this letter is a person engaged in the business "M&A with effecting transactions solely in connection securities the transfer of ownership and of sale, of a privately-held company (as defined below) through the purchase, control exchange, repurchase, or redemption issuance, or a business combination involving, of, company the or of the company, to a buyer that will actively operate or securities assets
2 Page 2 of4 business the assets of the company. A buyer could actively operate conducted with the the the elect executive officers and approve to annual budget through power the company as an executive or other executive manager, or other things. by service among does not of this letter is a company that for purposes "privately-held A company" have any class registered, or required to be registered, with the Commission of securities Section under Exchange Act, or with respect to the the company files, or is of 12 which file, periodic information, documents, or reports under Section 15( d) required to the of Exchange Any privately-held company that is the subject Act. letter would be an of this 1 that is a going concern and not a "shell" company. operating company You relief on behalf of M&A Brokers that facilitate mergers, requested business sales, business combinations (together, "M&A Transactions") acquisitions, and and sellers buyers between companies, without regard to the size of the of privately-held M&A Your contemplates that the letter Broker may advertise companies. privately-held company for sale with information such as the description a privately-held the of general location, and price range. business, particular issuing we note in letter, your representations that: In this The M&A Broker will not have the ability to 1. a party to an M&A bind Transaction. indirectly An Broker will not directly, 2. M&A through any of its affiliates, or provide financing for an M&A Transaction. An M&A Broker that assists purchasers to obtain financing unaffiliated third parties must comply with all applicable legal from including, as Regulation T (12 CFR 220 requirements, applicable, must and et seq.), compensation in writing to the client. any disclose have no will an M&A Broker Under custody, control, or 3. circumstances possession or otherwise handle funds or securities issued or exchanged in connection of an or Transaction with other securities transaction for the account M&A others. of M&A Transaction will involve a public No Any offering or sale 4. offering. of will be conducted in compliance securities an applicable exemption from with registration the Securities Act under 1933 of Act"). No party to any M&A ("Securities Transaction will be a shell company, other than a business combination related shell 2 company. operations; "shell" a company that: (I) has no or nominal is and (2) has: (i) no or A company assets; (ii) assets consisting solely of cash nominal cash equivalents; or (iii) assets consisting of any and other cash and cash equivalents and nominal of assets. In this context, a "going concern" need not amount be profitable, and could even be emerging from bankruptcy, so long as it has actually been conducting engaging business, or effecting business transactions or soliciting including in research and development activities. 2 The tenn combination related shell company" means a shell company (as defined in "business entity Act 405) Securities is: (1) fonned by an Rule that is not a shell company solely for the purpose that
3 Page 3 of4 To the an M&A Broker represents both buyers and sellers, it will 5. extent written disclosure to the parties it represents and obtain written consent clear provide as to representation. joint parties from both the with Broker facilitate M&A M&A Transaction will a group of buyers An 6. an the group is formed without the assistance of the M&A Broker. if only 7. or group of buyers, in any M&A Transaction will, upon completion The buyer, M&A company control and actively operate the the or the business of Transaction, the with assets conducted business. A buyer, or group of collectively, the ofbuyers have the necessary control would it has the power, directly or indirectly, to direct the if management or policies a company, whether ownership of securities, by of through exist otherwise. control will be presumed to necessary if, upon The or contract, completion transaction, the buyer or group ofbuyers has the right of vote 25% or the to more of voting securities; has the power to a class or direct the sale of 25% or of sell more a class of voting securities; or in the case of a partnership or limited liability of has has to receive upon dissolution or right contributed 25% or more company, the the of In or the buyer, capital. group addition, buyers, company actively operate the of or must the conducted with the assets business of the company. 8. No M&A Transaction will result in the transfer of interests to a passive buyer or group passive buyers. of Any securities received the buyer or M&A Broker in an M&A Transaction 9. by restricted within the meaning be will securities 144(a)(3) under the Securities Act of Rule a transaction because securities would have been issued in 1933 not involving a of the offering. public officer, each entity, M&A if the director Broker is an Broker (and, The 10. M&A been of M&A Broker): (i) has not the barred from association with a broker or employee by the Commission, any state dealer any self-regulatory organization; and (ii) is not or suspended association with a broker-dealer. This staff from is limited to the position registration requirements of Section 15( a) of the Exchange Act. Other provisions of the federal securities including but not limited to the anti-fraud provisions, continue to laws, The by expresses no view with respect to any other questions raised apply. an M&A staff including, not Transaction, limited to, the applicability but other or of state laws federal to operation of M&A Brokers. the of changing the corporate domicile of that entity solely within the United States; or (2) formed by an entity that is not company solely for the purpose a shell completing a business combination transaction (as of defined in Securities Act Rule 165(f)) among one or more entities other than the shell company, none of which is a shell company.
4 Page 4 4 of please you any questions regarding If letter, have call Joseph Furey, Joanne this Rutkowski, Darren Vieira, or me at (202) 551-5550. ~J David W. Blass Chief Counsel and Associate Director
5 Faith Colish, Ledyard & Milburn LLP Carter Martin A. at Law Hewitt, Attorney Eden Rohrer, Moring LLP Crowell L. & & LLP Crowell Moring Linda Lerner, Ethan L. & Milburn LLP Silver, Carter Ledyard Stacy E. & Moring LLP Nathanson, Crowell 31, January 2014 Blass, W. Esq. David and Associate Director Chief Counsel Division Trading and Markets of and Exchange Securities Commission 100 N.E. F Street, D.C. 20549 Washington, for Action Re: No Request Brokerage Letter- M&A Activities Mr. Blass: Dear are writing to you on our own behalf as We who have represented clients in connection attorneys with and acquisitions and similar business brokerage mergers We respectfully transactions. request assurance that the staff of the Division of Trading and Markets (the "Staff') of the Securities and Commission (the "Commission") will not recommend enforcement Exchange to the under Section 15(a) action Commission Securities the Act of 1934 (the of Exchange "Exchange Act") a person were to engage if the activities described in this letter in connection in with purchase or sale the of company without registering as a broker-dealer a privately-held pursuant to Section 15(b) of the Act. Exchange Background of persons regulation the A ofbroker-dealer long-standing concerns the treatment issue in area open an was there years many of operating businesses. For sale facilitate to help who the was business a. in interest a securities all of or a controlling of a sale whether to as question
6 David W. Esq. Blass, January 31,2014 Page2 1 effectively the assets of the company (and not a securities transaction). or a sale transaction of 2 Co. Landreth 100% (involving the transfer of Timber of the stock of a closely In v. Landreth a companion corporation), Gould held and case, the (involving of 50% of Reufenachf v. transfer of the held corporation), the U.S. Supreme Court answered the question stock a closely The held that this type of transaction involves a sale of"securities" within the definitively. Court meaning Exchange Act of 1933 (the "Securities Act") and the Securities Act. the of a result, a person that is in the business As effecting the sale of operating businesses through of the sale securities generally be viewed as falling within the meaning of the term of could or ofthe Exchange Act. Absent an exception exemption, Section 3(a)(4) as defined "broker" in 15(a) would required person register as a broker-dealer pursuant to Section be that to that Act of 4 and become a member organization. however, If, of a self-regulatory transaction were the structured an asset sale and did not involve the sale as securities, could engage in the of a person types of"brokering" activities without registering as a broker-dealer. same on is an result, This that the transaction structure is generally determined based anomalous in accounting or tax considerations, rather than on the applicability of the federal securities laws to the transaction the broker. Further, mergers, acquisitions, business sales, and business or "M&A between sellers and buyers of privately owned Transactions") combinations (together, qualitatively retail virtually every respect from traditional are companies different in or the institutional brokerage the active role of Most buyer and seller in an transactions. notably, Transaction distinguishes these transactions from the purchase and sale of securities by M&A and retail investors for passive investment purposes, which is appropriately effected other of a registered broker-dealer. the services through business a seller's of will to control seeks and operate all or part that buyer A • acquire the want due diligence, often with conduct assistance to of legal counsel, accountants, See, e.g., Barbara Black, "Is Stock a Security?-- A Criticism of the of Business Sale in Securities Fraud (1983), Pace Law Faculty Publications Doctrine Litigation," 8; available http://digitalcommons.pace.edu/lawfaculty/8. at 2 471 u.s. 681 (1985). 3 U.S. 701 (1985). 471 4 the the through businesses operating of effecting of sale person business the is in that A sale of securities would need to be a member of a national securities association. See national Exchange 15(b )(8) and (9). At present, the only registered Sections Act Ifthe securities association is the Financial Industry Regulatory Authority ("FINRA"). person in question is an individual, he or she could become registered as a representative member of member, provided that the FINRA a FINRA was engaged to effect the sale.
7 David W. Esq. Blass, January 31,2014 Page 3 of the transaction, a buyer may business on the size other consultants. and Depending services engage the issues, connection with due diligence, valuation an intermediary of in and various business-related issues. concerns structuring provide to need may a business of in The actively is also tum, involved. seller, A • seller 5 current and historical business-related information. access to both also intermediary An a seller with, among other things, advice about potential buyers, valuation assist may diligence, various concerns and due business-related issues. issues, structuring on be particular services to intermediary will differ depending provided by the facts and The an circumstances the particular M&A Transaction. There is no "one-size-fits-all" of M&A Transaction Rather, there are a number template. variables that affect the structure, timing of can outcome and ultimate of Transaction. terms and an The these transactions M&A of conditions subject to negotiation between the are and buyer, and memorialized in a series typically seller of may involve legal agreements that accountants, commercial bankers, transaction-related counsel, other business consultants and either or both of the parties. for Intermediaries M&A Transactions can perform a valuable function in preserving and creating in and by, shareholder value. They can assist buyers jobs, among other things, maximizing well acquisitions bringing potential attention. They can benefit sellers as to by exposing their their businesses to a wider range of potential purchasers than the seller itself might be able to identify. Such can result in competing bids, thus assisting the seller to maximize the exposure price shortening the time to conclude a sale. perhaps and sale ABA Task Force on Private Placement Broker-Dealers noted in its 2005 Report, broker As the model significant as well as a regulatory costs, that is not "right registration imposes dealer 6 accommodate the particular role played by these sized" to intermediaries. The registration start-up is lengthy, and fees, together with costs and first-year expenses, including process and accounting and operating costs, can equal legal, hundred thousand dollars. several Persons cannot only or several transactions a year effecting one bear this financial burden. These simply firms do not hold customer funds or securities, and many merely introduce the parties to one other and documents between the parties, not participating in structuring or negotiating transmit and transactions advising the parties. Both buyers otherwise sellers in this type these or of draft are represented by legal transaction who can assist with due diligence, typically the counsel transaction and advise their clients documentation structure, tax considerations and on 5 This information related documentation is commonly prepared for management or and tax rather than for presentation to prospective buyers. purposes, 6 This and other concerns related to unregistered "finders" were discussed at length in the American Association Report and Recommendation Bar of the Task Force on Private Placement Broker-Dealers, dated June 20, 2005.
8 David W. Esq. Blass, 31, 2014 January Page4 provisions, are remedies, both contractual and by operation of law, that are and contractual there parties these types the available to to transactions. of not explained efforts reasons be made to expand, above, contract, the number For the should of can persons this service. We believe that the active roles and business objectives of who provide seller buyer, together with the nature of the underlying transactions and the availability and each law, both and by operation of contractual provide significant protections for the remedies, of and so form a basis for relief for the intermediaries parties, the requirements and costs from associated registration as a broker-dealer under Section 15(b) with the Exchange of Act. these of state securities and other laws regulate various aspects note we Moreover, that 7 activities. the Applicability of Relief on Current No-Action Letters Limitations under Staff has issued two letters providing limited relief in this area. Country The Business, Inc. (SEC Letter, No-Action November 8, 2006) ("Country Business"), and International Business Corporation (SEC No-Action Letter, December 12, 1986) (individually, a "Letter", Exchange not collectively, "Letters"). In Country Business, the Staff agreed the to recommend and enforcement action under Section 15(a) if Country Business engaged in certain limited activities without registering as The Staff based its relief on representations that: a broker-dealer. 1) if is made to effect the transaction by a sale of securities, Country Business a decision ( seller role in negotiations between the a limited and potential purchasers or would have representatives and would not have the power to bind either party in the transaction; their the (2) represented business not Country be a going concern and would a by Business organization; "shell" the selling company satisfies the size (3) for a "small business" pursuant to the standards Small Size Regulations issued Business U.S. Small Business Administration; by the (4) only assets would be advertised or otherwise offered for sale by Country Business; (5) if transaction is effected by means of securities, it would be a conveyance of the of of equity 1 00% to a single purchaser or group the purchasers formed without securities the assistance of Country Business; 7 enforcement states have all the registration and still tools presently available to The will and we note that historically there has been little need for state regulatory them, in In transactions. intervention addition, we are seeking relief from registration these Section under only. The other provisions of the federal securities laws, 15 the including of course continue to apply. anti-fraud provisions, will
9 David W. Esq. Blass, 31, 2014 January 5 Page would not advise the two parties whether to issue securities, or Country (6) Business the effect otherwise to transfer means of securities, or assess the value of the business by business sold securities by valuing the assets of the (other as a going of any than concern); the compensation (7) would of determined prior to the decision on Country Business be to the sale how effect fee, business, a fixed fee, hourly be a commission, or the would of based upon the consideration received by the seller, regardless a combination thereof, of means to effect the transaction and would used vary according to the form of the not (i.e., securities conveyance than assets); rather times Country Business would be of the form and at the received in compensation (8) the below; and described financing, Business assist purchasers with obtaining not other than (9) would Country introductions to providing lenders or help with completing the uncompensated third-party associated with loan applications. paperwork Country Business permits the intermediary to receive transaction-based Significantly, Under must Letter, the compensation compensation. be determined prior to the decision on the be in the business and must of payable cash. Additionally, the parties may sale to how the effect sale agree, the decision on how to effect the to prior of the business, to defer the intermediary's compensation to the same extent that the consideration paid by the purchaser to the seller is deferred (i.e., consideration to the seller from the purchaser is paid in part upon, and in part if closing, the could likewise receive its compensation in part upon, and in part after, intermediary closing). after, imposed significant restrictions on the role, Business hence the utility, Country and the of listed intermediary The of the business may be cannot for sale. assets Only intermediary. the or promote the sale advertise otherwise securities. Any decision to effect the transfer of a of business by means the a securities must be made solely of sale purchaser and seller without by the recommendation of the intermediary. If a decision is made to effect the transaction by a sale of securities, intermediary must limit its role to the following: the transmitting between the parties; documents (1) concern; a going as of the business assets valuing (2) the providing the seller with administrative support; (3) and (4) assisting the seller with preparation of financial statements. An intermediary seeking to rely on Country Business also cannot otherwise be involved in the offer the sale between or among of parties, or advice to either the negotiating terms the purchaser or seller about the value of the securities, other than valuing the assets of the business may as concern. Although the intermediary a going prepare a detailed description of the seller's
10 David W. Esq. Blass, January 31,2014 Page 6 on company by the seller, including historical financial data and information based supplied that the apprise potential purchasers must it makes information, publicly available intermediary the accuracy no representations about information provided. of the earlier, Corporation, was issued International years which differed from Exchange Business 20 Country two significant ways. First, it did not include any reference to the size of the Business in being but excluded only entities that are not closely held. Second, business sold International be did not require that a compensation determination prior made Corporation Business Exchange to determining the structure the transaction, but of that compensation not vary by the type of only 8 transaction. seeking to on the Letters cannot engage in negotiations on behalf of a client, advise A person rely whether issue client securities, or assess the value the to any sold. Transactions are of securities limited to the sale 100% ofthe equity ofthe company to be of Moreover, the Letters acquired. leave whether alternative fee arrangements are permissible in connection with the sale unclear of 9 larger Finally, transaction size limits and the seemingly arbitrary distinction businesses. have between and securities transactions may sales unintended consequences. Among asset other things: from The limitations on the size of the transaction may preclude certain intermediaries • participating transactions that may impact the greatest number in employees and of the the impact, as well as in economic large number of potentially greatest have transactions fall short of the 1 00% equity requirement but nonetheless involve a that may in control. Although parties to larger transactions may change to select from the wish wide array services by sophisticated investment bankers that are registered of offered we do not believe that buyers broker-dealers, sellers in large transactions should be or unduly restricted in their choice of an intermediary. of An intermediary may seek to limit its participation to transactions involving the sale • assets, than securities transactions, to avoid violation of broker registration rather However, a securities may be requirements. transaction benefit greater the buyer of to 8 Although Business is silent in this regard, Country as modifying it is generally viewed International Exchange Corporation in those respects. Business 9 Letters have created ambiguity about permissible compensation arrangements. The International Business Exchange Corporation permits the receipt of commissions, but it hourly does permit alternative fee arrangements like explicitly fees or fixed fees. In not including Country Business explicitly permits a range of fee arrangements, contrast, of the sale of small but only commissions the context in and alternative fee arrangements, businesses.
11 David W. Esq. Blass, January 31,2014 Page 7 if the transaction for permit a higher sales price than and/or or may tax seller reasons, transfer involve the does not when a transaction is structured as a sale securities. Even of transaction issuance the notes in connection with the of may, of assets, promissory the terms on depending notes of the holders, result in the unintended those and consequence transaction having been effected. It is important for an of a securities be needed to provide assistance as to in these transactions, regardless intermediary able of transaction. determine to structure the principals the how for Relief Request noted above, we request assurance that the As would not recommend enforcement action to Staff below) Exchange Act if ofthe M&A Broker (as defined an Section 15(a) the under Commission to effect transactions in connection with the transfer were securities of ownership a privately of under the terms and held described in this letter. company conditions purposes For the relief we request, an "M&A Broker" is: of engaged the business a broker in effecting securities transactions solely in connection of (as of ownership and control of a privately-held company defined with the transfer of, through purchase, below) exchange, issuance, repurchase, or redemption the or a sale, business combination involving, securities or assets of the company, to a buyer that will 10 actively company or the business conducted with the assets the operate company. the of or is a "privately-held it does not have any class of securities registered, if A company" company 12 of the Exchange Act or with to be required with the Commission under Section registered, to which the company files, and is not respect to file, periodic information, documents, required or under Section 15( d) reports the Act. of Exchange Any privately-held company that is the subject an M&A Transaction will of an operating be 11 is a going concern and that a "shell" company. company not 10 An M&A Broker may be involved as well in the purchase, sale, exchange, issuance, repurchase, or of, or a business combination involving, only assets redemption the of a securities transaction, those activities would Absent require broker company. not registration. dealer II has: company (1) A "shell" no or nominal operations; and (2) is one that: (i) no or has nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets equivalents of amount of cash and cash any and nominal other assets. See consisting Securities Act Rule 405(i). In this context, a "going concern" need not be profitable, and long could be emerging from bankruptcy, so even as it has actually been conducting (continued ... )
12 David W. Esq. Blass, 31, 2014 January 8 Page discussion above, the requested relief would: on Based the seller M&A to the the buyer or the Broker of the business, or 1. Permit represent either both so long as the M&A Broker provides clear written of to both parties as to them, disclosure parties and has obtained written consent from both parties to any joint which it represents representation. Transaction M&A Broker to facilitate an M&A an with a buyer or a group of 2. Permit formed without the assistance of the M&A Broker that, upon completion of the M&A buyers Transaction, will the company or the business conducted with the assets control the of 12 company. if group collectively, would have the necessary control buyers it has or of A buyer, of a company, whether to direct the management or policies power, directly the indirectly, or ownership through securities, by contract, or otherwise. The necessary control of be will presumed exist if, upon completion to of the buyer or group the buyers has the of transaction, to vote 25% or more right to a class voting securities, has the power of sell or direct the sale of of 25% or more of a class of voting securities, or, in the case of a partnership or limited liability company, has right to receive upon dissolution or has contributed 25% or more the the capital. of the company of buyers, must actively operate the conducted or business group The buyer, or ofthe company. with the assets Permit an M&A Broker to facilitate an M&A Transaction involving the 3. or purchase sale the a privately-held defined herein), without regard to (as size of the privately of company company. held M&A Permit M&A Broker to participate in the Transactions and allow the M&A 4. Broker to advertise a company for sale with information such as the description of the business, location, and range. general price Permit the M&A Broker to advise the parties to issue securities, or otherwise to 5. effect the transfer assess the by means of securities, of business the value of any securities sold. or ) ... (continued business, soliciting or effecting business transactions or including in research engaging and development activities. 12 role power fulfilled through the Such to elect executive officers and approve the could be executive budget, by service as an or or other executive manager. annual
13 David W. Esq. Blass, 31, 2014 January 9 Page M&A Broker to receive transaction based or other compensation, as agreed Permit 6. the in M&A an parties, Transaction. by the connection with of M&A to the in the negotiations Broker the M&A Transaction. Permit 7. participate in an M&A Transaction that does not 8. a public offering. Any Apply only involve received the buyer or M&A Broker in an M&A Transaction will be restricted securities by the within meaning securities under the Securities Act of 1933 because the ofRule 144(a)(3) not have issued in a transaction been involving a public offering. would securities no circumstances will an M&A Broker have custody, control, or possession Under or of, otherwise funds or securities issued or exchanged in connection with an M&A handle, 13 or transaction for the account Transaction securities other The relief would others. requested of available in connection with an M&A Transaction that not in the transfer be results interests to of a passive buyer or group passive buyers. The requested relief would also not be available of in connection with M&A Transaction in which any party to the transaction is a shell company, an 14 than combination related shell company. other a business M&A Broker will not have the The The ability a party to an M&A Transaction. bind M&A Broker will not directly, or indirectly to through its affiliates provide financing for any M&A Transaction. An M&A Broker that assists purchasers to financing from unaffiliated third parties must comply with all applicable obtain requirements, including, applicable, Regulation T (12 CFR legal as seq.), must et and 220 compensation in connection with the financing in writing to the client. disclose any any Finally, or in connection with an M&A sale conducted in compliance with offering Transaction will.be applicable exemption from registration under the Securities Act. The an relief would requested not available be entity, the (and, if the M&A Broker is an Broker any officer, director or if M&A employee the M&A Broker): (i) has been of from association with a broker-dealer by the barred Commission, state or other U.S. jurisdiction any any self-regulatory organization; or (ii) is or suspended from association with a broker-dealer. 13 We that the handling of investor funds and securities in connection with acknowledge activity a broker-dealer. require a person to register as securities could 14 (as "business combination related The company" means a shell company term shell defined in Securities Act Rule 405) that is: (1) Formed by an entity that is not a shell company solely for the purpose of changing the domicile of that entity solely within the United States; corporate or of a shell an entity that is not (2) company solely for the purpose by Formed completing a business combination transaction (as defined in Securities Act Rule of which is the more entities other than among shell company, none 165(f)) one or a shell company.
14 David W. Esq. Blass, 31, January 2014 Page 10 Conclusion upon the foregoing, we request assurance that the Staff would Based recommend not enforcement with respect to the M&A Broker action as described in this letter. activities Sincerely, ~ ~Faith Colish, Esq., Carter Ledyard & Milburn LLP Martin A. Esq., Attorney at Law Hewitt, tmfU Rohrer, Esq., Crowell & Moring LLP L. Eden Linda Lerner, Esq., Crowell & Moring LLP Ethan LLP Silver, Esq., Carter Ledyard & Milburn L. Stacy E. Nathanson, Esq., Crowell & Moring LLP
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