Wendy Sherman: “I offer my amendment. The Acting CHAIR. The Clerk will designate the amendment. The text of the amendment is as follows…”

“I offer my amendment. The Acting CHAIR. The Clerk will designate the amendment. The text of the amendment is as follows: Page 9, after line 16, insert the following: ``(C) Disqualification for certain conduct.--An M&A broker may not make use of the exemption under this paragraph if the broker-- ``(i) has been barred from association with a broker or dealer by the Commission, any State, or any self-regulatory organization; or ``(ii) is suspended from association with a broker or dealer. ``(D) Transactions involving shell companies prohibited.-- ``(i) In general.--An M&A broker making use of the exemption under this paragraph may not engage in a transaction involving a shell company, other than a business combination related shell company. ``(ii) Shell company defined.--In this subparagraph, the term `shell company' means a company that-- ``(I) has no or nominal operations; and ``(II) 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.…”