Tip of the Week
Tip of the Week: Financing in Reverse Mergers
By David Feldman at 16 March, 2010, 1:58 pm
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 [...]
Read More >>Tip of the Week: Don’t Forget Good Standing!
By David Feldman at 9 March, 2010, 3:14 pm
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 [...]
Tip of the Week: Using a Foreign Audit Firm? PCAOB Registration May Not Be Enough
By David Feldman at 26 February, 2010, 8:11 pm
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 [...]
Read More >>Tip of the Week: How Long Does it Take? Part III
By David Feldman at 15 February, 2010, 2:58 pm
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 [...]
Read More >>Tip of the Week: How Long Does it Take? Part II
By David Feldman at 11 February, 2010, 7:49 pm
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 [...]
Read More >>Tip of the Week: How Long Does it Take? Part I
By David Feldman at 9 February, 2010, 7:21 am
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 [...]
Read More >>Tip of the Week: Market Downturn? Reverse Mergers Shine
By David Feldman at 5 February, 2010, 7:14 am
In the wake of the cataclysmic 2008-2009 market meltdown, we sometimes forget the history of reverse mergers and IPO alternatives. As a correction in the current market rally appears to be hitting, some players have increasing concern about completing APOs. Of course markets heading up are better than the alternative for most investors. However, for [...]
Read More >>Tip of the Week: Are Non-Reporting Shells Better? Sometimes…
By David Feldman at 6 January, 2010, 7:34 am
I am often asked why most players in the RM world prefer shells that are fully reporting with the SEC. They point to the fact that non-reporting shells do not have to file Schedule 14f-1 when a reverse merger change of control is contemplated, they do not have to file the “super” Form 8-K which [...]
Read More >>Tip of the Week: Do an IPO if You Can?
By David Feldman at 15 November, 2009, 12:19 pm
The IPO market is beginning to wake up. Several smaller underwriters are beginning to work on new issues for companies in the size range of some reverse mergers and self-filings. Is an IPO preferable to alternatives if available? I am asked this all the time. The answer: typical lawyer am I - it depends. The [...]
Read More >>Tip of the Week: Value of Nasdaq or NYSE Amex Shell?
By David Feldman at 29 October, 2009, 6:21 am
Occassionally a client comes to my office excited that they have found a shell listed on Nasdaq or the NYSE Amex. It saves a step they say, because they can complete a reverse merger and be immediately listed on the major exchange. In fact, the benefit is not as substantial as one thinks, and it [...]
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