; and (II) disclosing any compensation in writing to the party. (vi) Represents both the buyer and the seller in the same transaction without providing clear written disclosure as to the parties the broker represents and obtaining written consent from both parties to the joint representation. (vii) Facilitates a transaction with a group of buyers formed with the assistance of the M&A broker to acquire the eligible privately held company. (viii) Engages in a transaction involving the transfer of ownership of an eligible privately held company to a passive buyer or group of passive buyers. For purposes of the preceding sentence, a buyer that is actively involved in managing the acquired company is not a passive buyer, regardless of whether such buyer is itself owned by passive beneficial owners. (ix) Binds a party to a transfer of ownership of an eligible privately held company. (C) Disqualifications An M&A broker is not exempt from registration under this paragraph if such broker is subject to— (i) suspension or revocation of registration under paragraph (4); (ii) a statutory disqualification described in section 3(a)(39); (iii) a disqualification under the rules adopted by the Commission under section 926 of the Investor Protection and Securities Reform Act of 2010 ( 15 U.S.C. 77d note); or (iv) a final order described in paragraph (4)(H). (D) Rule of construction Nothing in this paragraph shall be construed to limit any other authority of the Commission to exempt any person, or any class of persons, from any provision of this title, or from any provision of any rule or regulation thereunder. (E) Definitions In this paragraph: (i) Business combination related shell company The term business combination related shell company means a shell company that is formed by an entity that is not a shell company— (I) solely for the purpose of changing the corporate domicile of that entity solely within the United States