SEC

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 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 [...]

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 [...]

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

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’ve decided to break this down into three responses. Let’s talk first about how long the process can take simply to [...]

New Year’s RM Resolutions

As the holidays zip by all too fast, I thought I would pass along the few things I am hoping to do in the year to come. I resolve:
1. To work with the SEC to try to eliminate the onerous “evergreeen” requirement which burdens all former shells forever with a requirement to stay current in [...]

Permanent Exemption to Financial Controls Audit: One Step Closer

As mentioned in a prior entry, the Congress is weighing legislation that, among other things, will provide for a permanent exemption from smaller reporting companies (under $75 million market capitalization) to do an external (expensive) audit of their internal financial controls, as currently required by larger companies under the Sarbanes-Oxley Act of 2002.
The PIPE Wire has [...]

Interesting New Method of Shell Creation - But be Careful

As you all know as faithful blogees, I have been trying to find every legitimate way to create a shell that does not involve deception, failing to disclose real intent and so on. Until now, I had thought the only way to do that was by inheriting the now-dormant public vehicle that was a real [...]