Senate Financial Reform Bill Could Affect Regulation D Offerings

Sen. Chris Dodd (D-CT) has just today introduced a version of his “Restoring American Financial Stability Act of 2010,” which now includes “Authority of State Regulators over Regulation D Offerings,” which would diminish the “covered security” preemption of 1933 Act Sec. 18(b)(4)(D). That preemption made many Reg. D offerings much easier. Some points of interest at Section 926 include:

the SEC may designate [...]

Tip of the Week: Financing in Reverse Mergers

Generally speaking, financing is easier to obtain when a company goes public because investors are seeking an opportunity for liquidity.  Although it is difficult to overstate the importance of financing as regards reverse mergers, about half of these mergers, in recent years, involve no financing whatsoever.  This does not imply that there is no intention [...]

Senate Financial Reform Bill Could Affect Regulation D Offerings

Sen. Chris Dodd (D-CT) has just today introduced a version of his “Restoring American Financial Stability Act of 2010,” which now includes “Authority of State Regulators over Regulation D Offerings,” which would diminish the “covered security” preemption of 1933 Act Sec. 18(b)(4)(D). That preemption made many Reg. D offerings much easier. Some points of interest at Section 926 include:

the SEC may designate [...]

Intro to CPC’s - Part III: Lots of Deals!

Completing this introductory series on capital pool companies, or CPCs, in Canada, the technique has been quite successful indeed. The Reverse Merger Report  has reported that 14 deals (known as qualifying transactions or QTs) have been completed just in the period of February 10 through March 11. It seems that energy and Chinese deals rule.
Remember that these are [...]

Tip of the Week: Don’t Forget Good Standing!

Sometimes when corporations enter into important transactions the parties neglect to confirm that the corporation is current and in “good standing” in its jurisdiction of incorporation. Too many times this is assumed, or reliance is made on a certificate of good standing that is not current.
A corporation that is not in good standing might not be [...]

Intro to CPC’s - Part II: Definitely Not SPACs

As mentioned in the first installment of this series on CPCs, or capital pool companies, in Canada, there are some differences between these smaller shell companies that go public on the TSX Venture Exchange seeking combinations with development stage companies and SPAC’s, or special purpose acquisition companies in the US, which raise large amounts of money hoping [...]

Intro to CPC’s - Part I: Basics

We’ve all been hearing a lot about “CPCs,” emanating out of Canada. CPC stands for capital pool company. Essentially the program permits shell companies to go public through an IPO, raise money and then hope to conclude an acquisition through reverse merger. The TSX Venture Exchange established the program, which is not available in all Canadian [...]

Tip of the Week: Using a Foreign Audit Firm? PCAOB Registration May Not Be Enough

Many folks don’t realize that if a company that is public or going public uses a foreign auditing firm, even if that firm is registered with the US Public Company Accounting Oversight Board (”PCAOB”), if that firm has never filed anything with the SEC, the Commission staff first will require the firm to demonstrate its expertise, competency [...]

Reverse Merger Report Touts Form 10 Shells

In the most recent issue of the Reverse Merger Report, the growing popularity of using Form 10 shells in reverse mergers of Chinese companies was reported. In particular, notes the article, some Chinese dealmakers are finding frustration with companies merging onto the OTC Bulletin Board. They feel that WestPark Capital’s WRASP structure, in which a [...]

Tip of the Week: How Long Does it Take? Part III

New potential clients pondering a reverse merger or self-filing always ask, understandably, how long does the process take to get my company public? How long to get trading? How long until real trading commences? I broke this down into three responses. We talked first about how long the process can take simply to be able [...]

Tip of the Week: How Long Does it Take? Part II

New potential clients pondering a reverse merger or self-filing always ask, understandably, how long does the process take to get my company public? How long to get trading? How long until real trading commences? I broke this down into three responses. We talked first about how long the process can take simply to be able [...]