Stock Market

Another Unfortunate Barron’s Article on China

Barron’s magazine is once again trashing Chinese reverse mergers. In Thursday’s issue they lay out an extensive investigation of the history, players and performance of Chinese reverse mergers. They acknowledge that about 350 Chinese companies have gone public since 2004, when the pace really started to pick up. They point to a handful of problems [...]

PCAOB to Auditors of Chinese Companies - Get to China!

The Reverse Merger Report has reported that the US Public Company Accounting Oversight Board (PCAOB) has issued a warning to auditors of Chinese companies to be prepared for extra scrutiny from the Board. In particular, they have expressed concern about US -based auditors who rely on field work of China-based accountants and do not even [...]

Tip of the Week: Reporting or Not?

It is surprisingly common for a shell company (or other public acquisition vehicle) to have the wrong impression about whether or not it is obligated to file periodic reports with the SEC under the Securities Exchange Act of 1934. This is something that should never be taken for granted and checked carefully in each transaction.
Without [...]

Dodd-Frank VII: Big Picture Thoughts

If you are seriously A.D.D., and my summaries of summaries of the Dodd-Frank bill took too long, here I’ll give the big overview of the bill as it may affect smaller public companies. I want to give credit to Weil Gotshal & Manges, Davis Polk & Wardwell, as well as the Harvard Law School Forum on [...]

Dodd-Frank Part VI: Exec Comp Changes

This is the last post before my conclusory entry on the new Dodd-Frank Wall Street Reform and Consumer Protection Act (one reader said we should call it “Donk,” but I’m just not feeling that one), which was signed into law by Pres. Obama on July 22. Here we cover some of the changes in the area [...]

Dodd-Frank Part V: Sarbanes Relief at Last

As I write this taking a break from the M&A conference I’m speaking at in Chicago, Pres. Obama is speaking before signing the historic Dodd-Frank bill. By the way, I’ve changed my mind and no longer want to call it “Dank.” I thought it was a cute combination of Dodd and Frank, but I thought [...]

Dodd-Frank (”Dank”) Part III: “Accredited Investor” Definition Changed

Another meaningful change in the Dank bill affecting smaller companies: the definition of accredited investor as used in SEC Regulation D. When an offering is made under Reg D, a safe harbor is created assuring that the offering is not treated as a public offering. A key to this determination is to see how many [...]

Dodd-Frank Part II: Managing Systemic Risk

Yesterday the US Senate passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, following the House of Representatives doing the same late last month. Last thing to do: Mr. Obama has to sign it. He will. When? Soon. On the news this morning he seemed very concerned about his daughter starting camp. But yes [...]

Dodd-Frank Part I: Fund Adviser Registration

It appears the Senate is poised to pass the Dodd-Frank Wall Street Reform and Consumer Protection Act in the next day or so, following the House’s passage late last month. The President is ready to sign it, possibly this weekend. Will Dodd and Frank’s names become as synonymous with securities law changes as Sarbanes and [...]

RM Crowd Heads North - Part III

In this last report from the Toronto Reverse Merger Conference, there was some discussion about the latest developments in the stock markets and regulatory environment. A few snippets:

FINRA’s plan to establish a “quotation collection facility” or QCF is meeting strong opposition from Pink OTC Markets and others as a method to “steal quotes” from other [...]