Rule 144
Tip of the Week: Don’t Forget Self-Filings, Regulation A and Other IPO Alternatives
By David Feldman at 19 May, 2009, 9:30 pm
With all the hullabaloo about the Rule 144 changes last year which made shell mergers a little less attractive, one should not lose sight of the fact that a reverse merger is not the only alternative to traditional IPOs. More and more companies, as we have written here, are turning to self-filings, voluntarily becoming an [...]
Read More >>SEC Veteran Returns to Run Corporation Finance
By David Feldman at 5 May, 2009, 5:19 pm
Meredith Cross, an SEC staffer through the 1990s, has been selected by Chairman Mary Schapiro to return and run the all-important Division of Corporation Finance. “Corp Fin,” as it is known, oversees every public company’s disclosure.
It took a little longer than expected for this spot to be filled. Ms. Cross has a strong background, having [...]
The Big Picture
By David Feldman at 3 May, 2009, 5:50 pm
A good friend of mine who is a sharp finance guy checked out my humble blog over the weekend and declared it somewhat “technical.” So for you friend RG, I thought it would be a good time to spend a few paragraphs talking about the larger picture in the reverse merger and IPO alternative world. [...]
Read More >>FINRA Continues Crackdown on Footnote 32/172 Shells
By David Feldman at 17 April, 2009, 10:46 am
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 [...]
Read More >>Headed to ABA Conference to Speak on Reverse Mergers
By David Feldman at 15 April, 2009, 5:51 am
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
By David Feldman at 12 April, 2009, 6:33 am
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 [...]
Read More >>Signs of Life in the Dead of Winter
By David Feldman at 27 January, 2009, 5:00 am
You know that feeling (at least those of you in varying climates) when the first flower appears. When the temperature first breaks 50. When the birds are singing. You know it’s Spring. Well, unfortunately we are still two months away from any of that here in the currently frigid Northeast. But in the last few [...]
Read More >>Request for Rulemaking Almost Final
By David Feldman at 19 September, 2008, 9:10 am
Just wanted to update you that the growing group of attorneys ready to sign the request for rulemaking to eliminate the “evergreen” requirement in Rule 144(i) following the one year anniversary after ceasing to be a shell has just about finalized the document. I’ve gotten some great input from my colleagues, and we want to [...]
Read More >>Podcast Link
By David Feldman at 10 September, 2008, 9:09 am
Below is a link to the podcast I did with Dave Lynn, former Chief Counsel of Corporation Finance at the SEC, now with TheCorporateCounsel.net, talking about the Rule 144(i) situation. Enjoy!
http://www.thecorporatecounsel.net/nonMember/Files/2008_09_10_Feldman.htm
The Wrinkle in New Rule 144(i) - A Former Shell Must Stay Current in SEC Filings Forever
By David Feldman at 8 April, 2008, 7:42 am
Almost everything in the new Rule 144 makes things better than they were before for shell operators and folks involved in reverse mergers generally. Even though the final release did pull things back from the original proposal, and even though shareholders of former shells must wait longer to have the exemption from registration available from [...]
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