Archive for April, 2009

About that Barron’s Article

Barron’s this week reported that a well-known player in reverse mergers and his lawyer, among others, are under investigation by federal prosecutors. There are very strong allegations in there. Our industry newsletters also have reported about this, in which the lawyer denies any wrongdoing.
I comment on this only because pretty much everyone in the industry [...]

Tip of the Week: Rolling Up

Several of the projects we have recently been working on include a strategy of taking a fractionalized industry that is hot but made up mostly of Mom and Pop type operations (whoever gave our parents such preeminence in this?) and trying to combine a bunch of those companies into one public company as “first mover” [...]

How to Finance Companies Under $75MM Market Cap?

Very few PIPE deals are getting done these days. But the “registered direct offering,” involving a short-form registration, sale of stock and immediate tradability, is becoming more popular. The problem is, to do this a company has to be eligible for the short form, which requires it to have a market capitalization above $75 million, [...]

“Crowd Funding” Starts Gaining Traction

(Reprinted from our sister blog at www.crisispost.com. Take a look!)
I was a speaker on a panel sponsored by www.ibreakfast.com yesterday on “alternate funding sources.” Most of you know I have written a book on reverse mergers and other alternatives to traditional IPOs as a way to take a company public and help move it to [...]

Chinese Self-Filing? Absolutely.

Can a Chinese company file on its own to start being a reporting company without a merger with a shell? We know that domestic companies can and do decide to file their own Form S-1 or Form 10 and go public without a shell. As we have written here, there are more attractions to this [...]

Tip of the Week: Don’t Skimp on Due Diligence

Whether you are a company merging with a shell, or on the shell side, you can avoid many major potential problems by doing some simple things that, unfortunately, sometimes in the heat of deals are either ignored completely or not done thoroughly. A full, careful, thorough due diligence review of the company you are combining [...]

Great Update on Securities Issues for Smaller Companies

I was again honored to be part of an amazing panel of prominent lawyers at the American Bar Association spring meeting of the Section of Business Law at the spanking new convention center here in Vancouver. Here are a few interesting highlights:

SEC Director of Small Business Policy Gerald Laporte indicated it is not likely there [...]

FINRA Continues Crackdown on Footnote 32/172 Shells

I am hearing more and more anecdotal evidence that the Financial Industry Regulatory Authority (FINRA) is doing more to challenge the real intentions of tiny startup companies seeking to go public. In too many cases, these “companies” will be marketed as trading shells immediately following the completion of going public. As I have written in [...]

Headed to ABA Conference to Speak on Reverse Mergers

For the last three years I have been honored to be a panelist at the annual American Bar Association conference. I’m headed to Vancouver tomorrow for the lastest one, entitled “Hot Securities Law Issues for Small Business.” My friend Lee Liebolt, formerly of Brown & Wood, is our fabulous moderator.
I’m covering six basic trends in our [...]

Tip of the Week - Consider a Self-Filing

As I describe in my book, there are circumstances where avoiding a merger with a shell makes sense and may even be preferable. In this case, consider what we call a self-filing, in which a private company effects a filing with the SEC either to permit certain existing shares to become tradable, or to simply [...]