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美国财务顾问协议要点(上)

August 2018

by Catherine X. Pan-Giordano

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潘惜唇 李雷

由于跨境投资、并购的复杂性,越来越多的中国企业在其美国投资、并购过程中寻求财务顾问的协助。无论对于寻求财务顾问服务的中国企业,还是提供财务顾问服务的中介机构,了解财务顾问协议相关的商业和法律问题对顺利完成交易极为重要。结合我们代理企业及财务顾问的经验,本文将介绍美国财务顾问监管制度并分享我们对财务顾问协议重点条款的一些见解。

1. 财务顾问资质

注册:在美国,从事证券交易业务并在交易成功的基础上收取佣金的人士原则上需要向美国证券交易委员会(SEC)注册为经纪人-交易人(Broker-Dealer)。“经纪人”是指任何代表他人从事证券交易的人士。SEC 传统上对经纪人含义的解释比较宽泛,包括任何代表他人参与证券交易重要步骤(如寻求交易、交易谈判和交易执行)的人士。“交易人”是指为自己从事证券交易业务的人士。为完成经纪人-交易人 注册,申请人一般需要先申请成为美国金融业监管协会(FINRA)的会员。在此过 程中,FINRA  将对申请人是否符合经纪人-交易人注册资格进行详细地审查。为股权并购提供服务及建议的财务顾问因为参与交易的重要步骤并基于交易收取佣金, 原则上需要注册为经纪人-交易人(即大家平时俗称的投行资质)。但是,如果财 务顾问符合特定条件也可以根据 2017 年 4 月 14 日生效的《融资并购经纪人规则》(Capital Acquisition Broker Rules)选择注册为融资并购经纪人,该类经纪人比一般经纪人-交易人承担较少的合规义务。

例外:2014 年 1 月 31 日,SEC 发函允许财务顾问在未取得《证券交易法》规定的经纪人-交易人注册的情况下为非上市公司提供特定并购服务。但该 2014 年函对适用注册例外规定了诸多限制性条件,包括财务顾问不得组织买方团、不得参与公开发行、不得为交易提供融资、买方不能是被动投资人、并购交易后买方需要控制目标公司等。另外,该 2014 年函属于联邦法层面的规定,其不能排除各州有关经纪人-交易人注册法律的适用。

法律后果:应注册但未注册为经纪人-交易人的财务顾问可能面临 SEC 的处罚并且可能无法收取财务顾问佣金。雇佣该财务顾问的企业,也可能面临 SEC 的处罚。另外,就该财务顾问促成的交易,投资人可能享有撤销权并且可能享有投资款返还 请求权。需要注意,如果财务顾问实际上从事了需要注册为经纪人-交易人的业务, 其不能通过更改自身头衔(如不称为“ 财务顾问” 而改称为“ 顾问” 即 advisor、consultant 等)而豁免其获得所需资质的义务。

建议:因此,如果财务顾问不是在 SEC 注册的经纪人-交易人,则企业和财务顾问应该在签署财务顾问协议前,结合交易的具体情况对财务顾问所需资质进行分析确认。同时,双方也可以考虑通过财务顾问协议中的陈述和保证条款进一步明确财务顾问服务的资质和合规性。

2. 财务顾问协议重点条款

服务范围:财务顾问协议往往采取详细列举加概括的方式来描述财务顾问的服务范围。例如,详细列举项可以包括:协助筛选和推荐交易对方、协调各方开展尽职调查、协助谈判、评估交易价格及制作各种推介材料等。兜底条款一般描述为:提供促成拟进行交易合理所需的其他服务。为避免疑义和纠纷,双方可以考虑在财务顾问协议中明确排除不在服务范围内的事项 (如不提供交易公平意见等)。

排他条款:排他条款是指就拟进行的交易,企业不得在接受财务顾问服务的同时再选择和接受其他财务顾问的服务。企业通常不希望签署排他条款,以便给自己留下 更多的选择空间并且利用财务顾问间的竞争为自己争取更多利益。但财务顾问则希望获取排他服务的地位,从而确保其提供的服务能够获得应有的回报。笔者认为企业没有必要一味地排斥排他条款,因为给予财务顾问一定的排他地位可以促使其投入更多的资源和专注度,以促成拟进行的交易。另外,在企业接受排他条款的情况下,还可采取适当措施,有效限制排他条款的束缚力。这些措施主要包括:明确限定排他条款的期限(比如约定一个短于财务顾问协议期限的排他期限)和地域、限定拟进行交易的范围、约定企业对财务顾问协议享有任意终止权等。

优先拒绝权(Right of First Refusal):优先拒绝权是指当企业在其他事项上需要财务顾问服务时,现有事项上的财务顾问在同等条件下有优先于第三方向企业提供 财务顾问服务的权利。财务顾问希望通过该等条款在一定程度上锁定未来向企业提 供服务的机会。但企业往往不愿授予财务顾问优先拒绝权,因为担心该权利限制其 选择财务顾问的自由度。即使企业接受了优先拒绝权条款,也往往会通过详细规定 优先拒绝权终止情形(如财务顾问违约)和优先拒绝权行使程序(如限定行权期间)来限制和规范该项权利的行使。

期限和解除:企业和财务顾问通常都会要求享有无理由任意解除财务顾问协议的权利。因为,推进交易需要双方紧密合作,如果出现分歧或合作不愉快,每一方都不希望被财务顾问协议束缚。双方对解除权条款的谈判可能会有几轮交锋,但最终可能会彼此妥协。常见的妥协结果是双方约定在财务顾问协议签署的一定期限后(比如协议签署六个月后)才享有无理由解除权。这给双方一个彼此磨合和相互适应的时间,如果进展顺利,项目越往后推进,企业对财务顾问的依赖度往往越大,其行使无理由解除权的几率也会减小。

尾期(Tail Period)条款:该条款是指在财务顾问协议终止或解除后的一定期限内, 如企业未通过该财务顾问的协助而达成了财务顾问协议中的拟进行交易,则财务顾 问仍可要求企业支付成功费。在现有市场惯例下,企业很难完全拒绝尾期条款。双 方对该条款的谈判要点主要是尾期的期限和排除尾期条款适用的例外。常见的尾期 期限为 12 到 24 个月不等。而尾期条款适用的例外通常包括:财务顾问违约、财务顾问解约(特别是无理由解约)、约定的财务顾问关键团队或关键人员没有为交 易提供实质服务等。

【待续】

本文作者

Pan-Giordano, Catherine

潘惜唇 (Catherine X. Pan-Giordano)
合伙人/全美及中国联合业务部联席主席
潘惜唇律师是德汇全美及中国联合业务部的联席主席,在处理在美国经营的中国企业所面临的法律问题方面具备丰富的经验。潘律师毕业于哈佛大学法学院,2013 年至 2015 年连续被评选为纽约地区“超级律师之星”,并在 2014 年和 2015 年连续被《纽约时报》评选为纽约市“最佳女律师”。

 

Lei Li

李雷 (Lei Li)
李雷是德汇纽约分所公司业务部的成员。在加入德汇之前,李雷曾在一家顶尖中国律师事务所的北京和纽约办公室工作六年,主要专注于跨境并购及基金投资业务。李雷具有丰富的跨国交易及项目融资经验, 曾参与多家跨国公司及私募股权基金的收购和兼并。李雷毕业于纽约大学法学院和伦敦大学法学院。工作语言为英文和中文。

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Energy Law: Month in Review - September 2026

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FERC Denies TransAlta 202(c) Cost-Recovery Plan The Federal Energy Regulatory Commission (FERC) recently rejected TransAlta’s plan to recover $19.9 million in expenses stemming from a DOE order in which DOE prohibited TransAlta from retiring its coal-powered Centralia power plant. TransAlta had previously intended to retire the facility at the end of 2025. TransAlta’s cost recovery plan proposed spending an additional $23 million on repairs to continue operating the unit. FERC’s main objection had to do with geographic scope. TransAlta’s recovery plan called for recovering costs from California Independent System Operator (CAISO) and the Southwest Power Pool (SPP), but the DOE’s order requiring operation of the plant was designed to ensure reliability in the Northwest assessment area (Montana, Oregon, Washington, and parts of northern California and northern Idaho). 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EPA Limits Title V Re-Litigation of NSR Permits

Overview On September 25, 2026, the U.S. Environmental Protection Agency (“EPA”) published a final rule that significantly limits the ability of third parties to use the Clean Air Act (“CAA”) Title V permitting process to revisit New Source Review (“NSR”) permitting decisions years after those decisions were made. The rule establishes that NSR permitting determinations generally must be challenged during the original permitting proceeding, thereby providing regulated sources with greater permitting certainty and finality for major capital projects. Published in the Federal Register titled Clarifying the Scope of “Applicable Requirements” Under State Operating Permit Programs and the Federal Operating Permit Program (Docket ID No. EPA-HQ-OAR-2023-0401), the rule amends 40 C.F.R. Parts 70 and 71 to codify EPA’s interpretation regarding when requirements established under other CAA programs may be reviewed, modified, or implemented through the Title V operating permit program. The rule becomes effective 30 days after publication. The rule addresses two principal issues: (1) the relationship between NSR preconstruction permitting and Title V operating permits, and (2) the treatment of the General Duty Clause under CAA section 112(r)(1). Most significantly, the rule provides greater certainty for sources navigating the NSR permitting process. EPA’s amendments are intended to ensure that NSR permitting decisions made through an approved public process are generally not revisited later through Title V permit proceedings. The rule responds to a circuit split between the U.S. Courts of Appeals for the Fifth and Tenth Circuits. In Environmental Integrity Project v. EPA, 969 F.3d 529 (5th Cir. 2020), the Fifth Circuit upheld EPA’s interpretation, concluding that it was consistent with the text, structure, and purpose of Title V. In contrast, the Tenth Circuit reached the opposite conclusion in Sierra Club v. EPA, 964 F.3d 882 (10th Cir. 2020), finding that the then-existing regulatory definition of “applicable requirement” did not support EPA’s position. By amending the regulatory language on which the Tenth Circuit relied and codifying the interpretation approved by the Fifth Circuit, EPA has established a nationwide framework governing the interaction between NSR and Title V. NSR and Title V: EPA Establishes a Uniform Nationwide Framework At the core of the rule is EPA’s effort to define the respective roles of NSR and Title V. The rule codifies the approach EPA has applied since 2017: once a source obtains an NSR permit under an EPA-approved permitting program, and that permit was issued following public notice with an opportunity for comment and judicial review, the permit establishes the NSR-related “applicable requirements” of the State Implementation Plan (“SIP”) or Federal Implementation Plan (“FIP”) for Title V purposes. Under this framework, Title V is not a vehicle for re-examining underlying NSR permitting decisions. EPA does not intend to use the Title V process to revisit applicability determinations, emissions calculations, control technology determinations, permit conditions, or other issues resolved through the NSR permitting process. This principle applies regardless of the stage of the Title V proceeding; whether the NSR permit was issued pursuant to a SIP or FIP; the type of NSR issue involved; or whether the NSR permit is incorporated into Title V sequentially or concurrently. Limited Exceptions EPA recognizes several circumstances in which NSR issues may still be reviewed through the Title V program: No NSR permit was issued at all; The permit was issued without public notice and an opportunity for comment and judicial review; or The issue involves substantive overlap between Title V and NSR requirements, such as the adequacy of monitoring provisions. As a result, the rule does not insulate unpermitted projects or foreclose review of matters that independently arise under Title V. Key Regulatory Amendments The rule revises the definition of “applicable requirement” in 40 C.F.R. §§ 70.2 and 71.2. Paragraph (1): Where an NSR permit is issued with public notice and an opportunity for comment and judicial review, the permit establishes and defines the applicable SIP or FIP requirements for Title V purposes. Paragraph (2): All NSR permit terms, including terms contained in minor NSR permits, constitute applicable requirements that must be incorporated into Title V permits. Paragraph (4): CAA section 112(r)(1) (the General Duty Clause) is expressly excluded from the definition of “applicable requirement,” while section 112(r)(7) Risk Management Program requirements remain included. EPA also amended 40 C.F.R. §§ 70.8 and 70.12 to clarify that alleged defects in requirements established outside the Title V process generally do not provide a basis for EPA objection to a Title V permit or for a Title V citizen petition. General Duty Clause Exclusion The rule also codifies EPA’s longstanding position that the General Duty Clause in CAA section 112(r)(1) is not an “applicable requirement” for Title V purposes. EPA points to several considerations supporting that conclusion, including the distinction between the General Duty Clause and Title V permit terms, the provision’s origins in the Occupational Safety and Health Act’s general duty clause, and the different enforcement structures applicable to the General Duty Clause and Title V permit requirements. Importantly, excluding section 112(r)(1) from the definition of “applicable requirement” does not eliminate EPA’s authority to enforce the General Duty Clause independently of the Title V program. The final rule instead clarifies that the General Duty Clause need not—and should not—be incorporated into Title V permits as an applicable requirement. Practical Implications for Regulated Sources Greater Finality for NSR Permits  For projects requiring PSD, nonattainment NSR, or minor NSR permits, the permitting process becomes the primary forum for resolving disputes regarding applicability determinations, emissions calculations, control technology requirements, offsets, and permit conditions. Once an NSR permit is issued through a qualifying public process, regulated sources should face substantially reduced risk that those same issues will be challenged years later through Title V permit proceedings. Reduced Risk of Collateral Permit Challenges Stakeholders have sometimes sought to use Title V permit issuance, renewal, revision, or citizen-petition proceedings to challenge underlying NSR determinations. The final rule makes clear that Title V is not the appropriate vehicle for challenging whether an applicable requirement was correctly established in the first instance. This should reduce the risk of permit delays and uncertainty associated with collateral challenges to previously issued NSR permits. The rule does not, however, eliminate all Title V challenges relating to an NSR permit. Challenges concerning the Title V permit itself—including whether it appropriately incorporates applicable requirements or contains adequate compliance provisions—remain possible. Increased Importance of the Initial NSR Proceeding Because Title V generally will not provide a second opportunity to challenge the substantive validity of an NSR determination, the administrative record developed during the NSR process becomes increasingly important. Permit applicants should ensure that applicability analyses, emissions calculations, control technology evaluations, modeling demonstrations, and supporting technical documentation are thoroughly developed during the original permitting proceeding. For significant projects, applicants may therefore have an additional incentive to identify and resolve potential permitting issues before the NSR permit is issued rather than assuming that unresolved issues can be addressed during a subsequent Title V proceeding. Potential Incentive for Broader Public Participation EPA also notes that permitting authorities may choose to provide public notice and an opportunity for comment for a broader range of NSR permits because permits issued through a qualifying public process receive the benefit of the finality framework established by the rule. Some permitting authorities may conclude that greater public participation at the NSR stage is preferable to uncertainty during subsequent Title V proceedings. Conclusion The final rule is principally a permitting-certainty measure. For sources that obtain NSR permits through a public process, EPA has substantially limited the ability of third parties to revisit underlying NSR determinations through the Title V program. As a result, regulated entities should benefit from greater finality regarding key permitting decisions, reduced risk of collateral permit challenges, and increased certainty when planning and implementing capital projects.

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The Supreme Court Update - October 8, 2026

On September 29, 2026, the Supreme Court granted certiorari in one case: Department of Homeland Security v. D.V.D., No. 26-426: This case concerns the Trump Administration’s “third-country removal” procedures, where immigrants are deported to countries not listed in the removal orders. In granting certiorari, the Court granted the Government’s application to stay a lower court decision halting the practice, which will allow third-country removals to continue pending resolution of the case. The issues presented are: (1) Whether the district court had jurisdiction over respondents’ claims; (2) whether the district court had authority to enter class-wide declaratory relief and APA vacatur under 8 U.S.C. § 1252(f)(1); (3) whether the Government’s guidance on third-country removals is unlawful under 8 U.S.C. § 1231(b), the due process clause, or FARRA/CAT and its implementing regulations; and (4) such other questions that the Government determines are appropriate for the proper disposition of the case. On October 1, 2026, the Court granted certiorari in three additional cases: Rhoney v. Barbosa da Cunha, No. 26-104: Immigration officials detained Ricardo Aparecido Barbosa da Cunha—a Brazilian citizen who had lived in the United States for approximately twenty years after entering without inspection—and denied him a bond hearing under 8 U.S.C. § 1225(b)(2)(A). The Second Circuit held that his detention was instead governed by § 1226(a), which permits release on bond, because § 1225(b)(2)(A)’s mandatory-detention requirement applies only to noncitizens apprehended while entering the country or shortly thereafter. The question presented is: Whether 8 U.S.C. § 1225(b)(2)(A) mandates the detention pending removal proceedings of aliens who, like Barbosa da Cunha, are present in the United States without having been admitted. Missionaries of St. John the Baptist, Inc. v. Frederic, No. 25-113: A Catholic religious organization sought to build a shrine to the Virgin Mary on land the organization owned adjacent to its church in Park Hills, Kentucky. Local zoning restrictions prohibited the proposed construction. The question presented is: Whether a land-use regulation that prohibits a religious institution from building a religious structure on its own property constitutes a “substantial burden” on religious exercise under the Substantial Burden Provision of the Religious Land Use and Institutionalized Persons Act, 42 U.S.C. § 2000cc(a). Marschner v. Marschner, No. 25-1349: Under the Uniformed Services Former Spouses’ Protection Act (“USFSPA”), a veteran’s longevity-based retirement pay can be divided in a divorce, but retirement pay based on disability and retirement pay that was waived to receive disability pay are indivisible. The question presented is: Does the USFSPA require state courts to refuse enforcement of indemnification provisions in a divorce settlement agreement?