Shane B. Hansen
- Of Counsel
Clients appreciate that I want them to understand not only the what but the why of securities regulations and their role in dictating how business must be conducted. I’m told I’m good at simplifying complex information, breaking it into fairly easily understood concepts and translating legalese into commonly used English language. Because of these communication skills, my legal acumen and ability to cultivate and maintain strong relationships, clients trust me and repeatedly turn to me for help.
Shane Hansen is a partner and member of Warner’s Funds and Investment Services Practice Group. His 40-year law practice concentrates on financial services regulation, primarily involving federal and state securities and banking laws, and financial services regulation, including FINRA regulation of member broker-dealers and their registered professionals. He advises broker-dealers, M&A brokers, investment advisers, private fund advisers, banks, family offices and individual professionals about a wide range of business, corporate, contract, compliance and regulatory topics in the securities and banking industries. He has substantial experience involving formations, mergers, acquisitions, and sales of securities brokerage and investment advisory firms, their professional practices, banks and financial institutions.
industries
practices
Securities Industry
- Lead counsel for the leading national associations of M&A advisors and business brokers, Alliance of Merger & Acquisition Advisors (AM&AA), International Business Brokers Association (IBBA), M&A Source, and the industry’s joint Business Intermediary Education Fund (BIEF) advocating and negotiating the terms and conditions of an exemption from broker-dealer registration for M&A brokers with the SEC Division of Trading and Markets staff and the North American Securities Administrators Association (NASAA) under federal and states’ securities laws (2006-present).
- Architect, principal draftsman and lead counsel for the Small Business Mergers, Acquisitions and Sales Brokerage Simplification A
Securities Industry
- Lead counsel for the leading national associations of M&A advisors and business brokers, Alliance of Merger & Acquisition Advisors (AM&AA), International Business Brokers Association (IBBA), M&A Source, and the industry’s joint Business Intermediary Education Fund (BIEF) advocating and negotiating the terms and conditions of an exemption from broker-dealer registration for M&A brokers with the SEC Division of Trading and Markets staff and the North American Securities Administrators Association (NASAA) under federal and states’ securities laws (2006-present).
- Architect, principal draftsman and lead counsel for the Small Business Mergers, Acquisitions and Sales Brokerage Simplification Acts of 2013, 2015, 2017, 2019, and 2021 enacted into law as Division AA, Title V, Consolidated Appropriations Act, 2023, enacted December 29, 2022, effective March 29, 2023.
- Oral and written testimony presented to the U.S. House Financial Services Committee, hearing entitled, “Reducing Barriers to Capital Formation”, regarding M&A broker registration, regulation and related pending legislation (June 12, 2013).
- Registration and regulation of broker-dealers, M&A advisors and business brokers, including annual regulatory updates at the annual Midwest Securities Institute sponsored by the Michigan State University College of Law (2014-2019).
- Registration and regulation of investment advisers, private fund advisers and family offices.
- NASAA’s guest speaker training state securities regulators on investment industry practices and the regulation of “finders” under federal and state securities laws.
- Michigan Corporations, Securities and Commercial Licensing Bureau’s guest speaker on regulation of “finders” and new rules adopted under the Michigan Uniform Securities Act.
- Extensive work with the Securities and Exchange Commission (SEC) staff, state securities regulators and the Financial Industry Regulatory Authority (FINRA) dealing with regulatory examinations, exam responses, investigations and enforcement topics.
- Mergers and acquisitions involving broker-dealers and investment advisers.
- FINRA Membership Applications (NMAs) and Continuing Membership Applications (CMAs), outside business activities (OBAs) and private securities transactions (PSTs).
- Bifurcating registered broker-dealers’ M&A practice using an unregistered M&A broker affiliate in reliance upon federal and state M&A broker registration exemptions.
- Designing, drafting and reviewing industry service agreements involving broker-dealers including, clearing agreements, bank-brokerage networking relationships, joint marketing relationships, outsourcing and registered representative agreements.
- Designing, drafting and reviewing industry service agreements involving investment advisers, including subadvisory relationship agreements and vendor outsourcing contracts.
- Designing, drafting and reviewing compliance policies and procedures for broker-dealers and investment advisers.
- Preparing examination responses and defending SEC, FINRA and state regulatory investigations.
- Advising firms on SEC Regulation S-P, Consumer Financial Privacy and Information Security.
- Advising firms on cybersecurity breach preparations and responses.
Banking Industry
- Mergers, acquisitions, and sales of bank holding companies, banks and thrifts and their branches.
- Analysis of anticompetitive effects of proposed bank mergers and acquisition transactions.
- Analysis and applications of banking powers and regulations governing various banking-related securities, investment and services.
- Drafting, reviewing and negotiating contracts, creating and terminating various vendor relationships, including bank-broker-dealer networking relationships.
- Corporate consolidations and reorganizations of banks and their subsidiaries.
- Counsel in six one-bank holding company formations and six bank subsidiary mortgage company formations.
- Counsel on bank regulatory issues involving late trading and market timing by hedge funds, including negotiations with the National Director of Enforcement, Office of the Comptroller of the Currency.
- Extensive work with federal and state banking regulators on a wide range of bank regulatory issues.
- Purchases and sales of lines of banking business and related assets and liabilities (credit card and merchant processing portfolios; mortgages and mortgage servicing rights).
- Lead counsel for the acquisition and corporate restructuring of a $250 million thrift, including the first thrift-bank merger authorized under Illinois law.
- Lead counsel for the sale of a $100+ million bank, including contract negotiations and closing.
- Lead counsel in acquiring a failed thrift from the Resolution Trust Corporation.
- Lead counsel in the sale of a $16.5 million merchant processing line of business and the establishment of a strategic relationship for marketing future merchant processing business.
- Lead counsel in the sale of a $300 million credit card portfolio; prepared and negotiated purchase and sale contract documentation.
- Purchases and sales of various types of mortgage loans and mortgage servicing portfolios.
- Responsible for corporate consolidations and reorganizations of over 35 banks and their subsidiaries for various bank holding companies.
- Responsible for preparing and negotiating contract documentation in 20+ portfolio purchases or sales and forward commitments for mortgages, mortgage servicing, automobile loans, marine loans and student loans.
- Responsible for purchase and sale transactions involving 30+ bank and thrift branches with total assets and liabilities over $700 million.
- Securities offerings by banks and bank holding companies.
- Formations of banks, bank holding companies, mortgage companies and other bank subsidiaries.
- Moderator: “Off Channel Communication and REG BI and other Hot Topics – Views from both a Regulator and Compliance Officer,” 2024 Midwest Securities Law Institute, September 20, 2024, Wayne State University in Detroit, MI
- 2023 ACG Detroit – “Congress Codifies M&A Broker Exemption: Clarity Brings New Opportunities, ” April 26, 2023
- Speaker, “It’s a Done
- Moderator: “Off Channel Communication and REG BI and other Hot Topics – Views from both a Regulator and Compliance Officer,” 2024 Midwest Securities Law Institute, September 20, 2024, Wayne State University in Detroit, MI
- 2023 ACG Detroit – “Congress Codifies M&A Broker Exemption: Clarity Brings New Opportunities, ” April 26, 2023
- Speaker, “It’s a Done Deal, M&A Brokers Exemption Becomes Federal Law,” Alliance of Merger & Acquisition Advisors (AM&AA) Winter Conference, February 7, 2023, St. Petersburg, FL
- Speaker, “The Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act,” International Exit Planning Association Webinar, January 10, 2023
- “Cryptocurrencies Primer,” SBAM Annual Meeting, June 16, 2022 (Presentation Slides)
- “Rollovers and the Revived DOL Fiduciary ‘Rule’,” Warner Webinar, May 24, 2022
- Speaker, “What M&A Advisors & Investment Bankers Need to Know About The Campaign for Clarity, HR 935 and S 3391,” Alliance of Merger & Acquisition Advisors (AM&AA) Winter Conference, February 4, 2022, Charleston, SC
- Guest Speaker, “Non-fungible Tokens (NFTs) – A facts and circumstances analysis,” North American Securities Administrators Association (NASAA) Annual Meeting, September 20, 2021, Chicago, IL
- “Fiduciary Duties Under DOL PTE 2020-02 and Rollover Practices,” Warner Virtual CCO Roundtable, September 1, 2021
- Speaker, “What Business Brokers and M&A Advisors Need to Know About The Campaign for Clarity and HR 935,” Alliance of Merger & Acquisition Advisors (AM&AA) Summer Conference, July 2021, Dallas, TX
- “SEC Exams During COVID-19,” Warner Virtual CCO Roundtable, June 2, 2021
- “The Modernized Marketing Rule,” Warner Virtual CCO Roundtable, March 3, 2021
- 2019 Michigan Department of Licensing and Regulatory Affairs Securities Seminar, “New Michigan Rules,” March 13, 2019 (Video)
- Moderator/Speaker, “Investment Adviser/Broker-Dealer Update with Compliance Officer Perspectives,” 2019 Midwest Securities Law Institute, Michigan State University School of Law, October 25, 2019, East Lansing, MI
- Guest Speaker, “New Rules Under The Michigan Uniform Securities Act”, 2019 Michigan Department of Licensing and Regulatory Affairs Securities Seminar, March 13, 2019, Lansing, MI
- Moderator/Speaker, “Broker-Dealer and Investment Adviser Update,” 2018 Midwest Securities Law Institute, October 8, 2018, East Lansing, MI (Presentation Slides)
- Moderator/Speaker, “Broker-Dealer and Investment Adviser Update,” 2017 Midwest Securities Law Institute, October 6, 2017, East Lansing, MI (Presentation Slides)
- Michigan Bankers Association Risk Management and Compliance Institute, September 13-15, 2017, Lansing, MI (Presentation Slides)
- Moderator/Speaker, “Chief Compliance Officer Panel”, 2016 Midwest Securities Law Institute, Michigan State University School of Law, October 19, 2016, East Lansing, MI
- Guest Speaker, “Know Your Options for Raising Capital ~ New Federal Crowdfunding and Michigan Intrastate Crowdfunding”, Michigan Department of Licensing and Regulatory Affairs Seminar/Webinar, Raising Capital in Michigan, May 18, 2016, Grand Rapids, MI
- Moderator, Broker-Dealer/Investment Adviser Panel, Midwest Securities Institute, Michigan State University School of Law, October 21, 2015, East Lansing, MI
- Moderator/Speaker, “Developments in Broker-Dealer and Investment Adviser Regulation,” 2015 Midwest Securities Law Institute, October 2, 2015, East Lansing, MI
- Speaker, “M&A Broker Legislative Update,” AM&AA Summer Conference, August 8, 2015, Chicago, IL
- Speaker, “Compliance Program Annual Review,” Investment Advisers Association, July 22, 2015, Chicago, IL
- Guest Speaker, “Cybersecurity,” Michigan Corporations and Securities Bureau, Michigan Department of Licensing and Regulatory Affairs (LARA), May 18, 2015, Lansing, MI
- Speaker, “M&A Broker Regulation,” University of Texas Law School, 37th Annual Securities Institute, February 12, 2015, Dallas, TX
- Speaker, “Legislative Update,” AM&AA Winter Conference, January 27, 2015, Las Vegas, NV
- Speaker, “Cybersecurity,” Financial Planning Association of Michigan, October 23, 2014, Novi, MI
- Moderator, Developments In Broker-Dealer and Investment Adviser Regulation, Midwest Securities Institute, Michigan State University School of Law, October 10, 2014, East Lansing, MI
- Speaker, “Due diligencing Subadvisors,” Financial Planning Association of Michigan, October 7, 2014, Grand Rapids, MI
- Guest Speaker, Cybersecurity Program Panelist, North American Securities Administrators Association (NASAA), September 15, 2015, Indianapolis, IN
- Guest Speaker, “Due Diligencing Subadvisers,” NASAA Investment Adviser Examination & Registration Training, August 2014, St. Louis, MO
- Speaker, “Legislative Update,” AM&AA Summer Conference, July 24, 2014, Chicago, IL
- Moderator, AM&AA-IBBA-M&A Source National Webinar featuring SEC Trading and Markets Chief Counsel, David Blass; SEC’s new M&A broker No-Action Letter, March 18, 2014
- Panelist, “SEC’s New M&A Broker No-Action Letter,” M&A Source National Webinar, February 19, 2014
- Testimony, H.B. 5273, Local Stock Exchanges, Michigan House of Representatives Commerce Committee Hearing, February 12, 2014, Lansing, MI
- Speaker, Investment Advisers Association 2013 Compliance Workshop, November 20, 2013, Chicago, IL
- Speaker, “Securities Regulation of M&A Brokers,” Michigan Business Brokers Association (MBBA), September 10, 2013, Grand Rapids, MI
- Speaker, “M&A Broker Legislative Update,” AM&AA Summer Conference, July 10, 2013, Chicago, IL
- Testimony, hearing entitled “Reducing Barriers to Capital Formation,” U.S. House Financial Services Committee (HFSC), June 12, 2013, Washington, DC; June 12, 2013)
- Speaker, “Cross-border Securities Regulation,” International Merger & Acquisition Partners (IMAP), April 12, 2013, Chicago, IL
- Speaker, Investment Advisers Association, 2013 Compliance Conference March 7, 2013, Washington D.C
- Speaker, “Dodd Frank’s Impact on M&A Brokers”, AM&AA, July 11, 2012
- Speaker, “Mitigating Liability of M&A Brokers”, M&A Source Summer Conference, June 5, 2012, New Orleans, LA
- Speaker, “Securities Regulation of Business Brokers”, Michigan Business Brokers Association (MBBA), April 20, 2012, Lansing, MI
- Speaker, National Regulatory Services Webinar, Investment Advisers Association, February 23, 2012
- Speaker, “Securities Regulation of M&A Brokers,” AM&AA Winter Conference, January 17, 2012
- Guest Panelist, “Roundtable Panel on Private Placement and M&A Brokers,” 2008 SEC Government-Business Forum on Small Business Capital Formation, November 20, 2008 Washington D.C.
- Guest Speaker, “Finders/Business Brokers ~ Role, Regulation, and Risk”, NASAA Corporate Finance Training Seminar, July 10, 2004, San Francisco, CA
- Presentations for various educational programming sponsored by:
- Financial Planning Association of Michigan
- Investment Advisers Association
- Michigan Bankers Association
- Midwest Securities Institute, Michigan State University School of Law
- National Society of Compliance Professionals
- North American Securities Administration Association (NASAA)
- State Bar of Michigan, Business Law Section, Securities Committee
- State Bar of Michigan, Business Law Section, Financial Institutions Committee
- 2024 Midwest Securities Law Institute
- 2023 ACG Detroit – Congress Codifies M&A Broker Exemption: Clarity Brings New Opportunities
- Rollovers and the Revived DOL Fiduciary “Rule”
- Virtual CCO Roundtable Series: Fiduciary Duties Under DOL PTE 2020-02 and Rollover Practices
- Virtual CCO Roundtable Series: SEC Exams During COVID-19
- Virtual CCO Roundtable Series: The Modernized Marketing Rule
- Roundtable – Chief Compliance Officer
- 2018 Midwest Securities Law Institute
- Chief Compliance Officer Roundtable – November 8, 2017
- Chief Compliance Officer Roundtable Series
- Chief Compliance Officer Roundtable Series
- Chief Compliance Officer Roundtable Series
- Chief Compliance Officer Roundtable Series – Feb. 22, 2017
- Chief Compliance Officer Roundtable Series – August 17, 2016
- Warner Attorneys Selected for Multiple Honors by Best Lawyers in America®
- Warner Represented Crown Capital Securities in its Sale to LPL Financial
- 66 Warner Attorneys Named Top Lawyers by Grand Rapids Magazine
- Warner Attorneys Selected for Multiple Honors by Best Lawyers in America®
- Shane Hansen Weighs in on New M&A Legislation
- 13 Warner Attorneys Named Lawyers of the Year
- 108 Warner Attorneys Rated Best Lawyers in America
- 51 Warner Attorneys Rated 2022 Top Lawyers by Grand Rapids Magazine
- Warner Partner Shane B. Hansen Named BTI Client Service All-Star
- 105 Warner Attorneys Rated Best Lawyers in America©
- 35 Warner Attorneys Rated 2021 Top Lawyers by Grand Rapids Magazine
- 102 Warner Attorneys Rated 2021 Best Lawyers in America
- Warner Represents FormulaFolios in its Strategic Transaction with Brookstone Capital Management
- One Hundred and Two Warner Attorneys Rated Best Lawyers in America
- One Hundred Warner Attorneys Rated Best Lawyers in America
- Eleven Warner Partners Named Lawyers of the Year
- Ninety-Seven Warner Attorneys Rated Best Lawyers in America
- Warner Represented West Shore Bank in the Acquisition of Ellis Capital Management
- 90 Warner Attorneys Rated Best Lawyers in America
- 98 Warner Attorneys Rated Best Lawyers in America
- 98 Warner Attorneys Rated Best Lawyers in America
- Warner Offers Financial Institution Documents in Compliance With PTE 2020-02
- New Requirements for Michigan-based Angel, Venture Capital and Private Fund Managers
- Michigan Proposes New Securities Act Ruleset ~ Public Comment Period Closes April 3, 2018
- Deadline Approaching: Warner Customized DOL Fiduciary Rule Compliance Materials for Financial Institutions and Advisors
- DOL Adopts Temporary Fiduciary Rule Enforcement Policy
- DOL Proposes 60-Day Delay in Fiduciary Rule
- Update: Delay of DOL Fiduciary Rule is Not (Yet) “Official”
- DOL Fiduciary Rule Delayed
- Update: Cybersecurity Risks, Regulation and Resources
- Ohio Securities Exchange: Cybersecurity Risks, Regulation and Resources
- “Due Diligencing” Investment Advisers and Outsourced Service Providers
- SEC Warns Investors About Threats to Cybersecurity
- Contributing author, Middle Market M&A Handbook for Advisors, Investors, and Business Owners, Second Edition; Wiley Finance Series, 2022
- “Model State Solicitors Rule Whitepaper,” Blue Sky Bugle, September 3, 2019
- “Pransky’s Finding for Finders—Michigan Investors, Not So Much,” The Michigan Business Law Journal, Spring 2017
- “Cybersecurity Risks, Regulation, and Resources,” NSCP Currents, December 2015
- “Cybersecurity Risks, Regulation, and Resources
- Contributing author, Middle Market M&A Handbook for Advisors, Investors, and Business Owners, Second Edition; Wiley Finance Series, 2022
- “Model State Solicitors Rule Whitepaper,” Blue Sky Bugle, September 3, 2019
- “Pransky’s Finding for Finders—Michigan Investors, Not So Much,” The Michigan Business Law Journal, Spring 2017
- “Cybersecurity Risks, Regulation, and Resources,” NSCP Currents, December 2015
- “Cybersecurity Risks, Regulation, and Resources,” Michigan Business Law Journal, Fall 2015
- “Simplifying Securities Regulation of M&A Intermediaries and Business Brokers (Finders) in the Sale of Privately Owned Businesses,” Michigan Business Law Journal, Spring 2014
- “M&A Brokers See Regulatory Relief,” Opalesque, March 27, 2014
- “Taking Stock: Intrastate stock exchanges could offer chance for liquidity for equity investors, but ‘huge barriers’ remain,” MiBiz, March 14, 2014
- “‘Due Diligencing’ Subadvisers and Outsourced Service Providers,” Investment Advisers Association, January 2014
- HFSC Capital Markets Subcommittee Written Testimony, April 6, 2013
- S. 1923 – H.R. 2274 – The Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act – Highlights and History
- “Applications of Federal Privacy Law and Regulations to Changing Employment Relationships in the Securities Industries”
- “Regulation of Financial Planners and Investment Advisers”
- “Best Execution and Trading Practices, Serving your clients,” Investment Advisers Association, Fall Compliance Workshop, 2013
- “Standing in the Breach—State Law Requirements When a Customer Data Breach Occurs,” NSCP CURRENTS, 2009