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 [...]

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 [...]

Is Financial Reform (and 404(b) Relief) Dying in the Senate?

I try not to make this a political blog and tend not to cover major legislative activities, except of course in this instance where it has a direct impact on smaller public companies. Back in December the House of Representatives approved a sweeping financial services reform bill that would add more regulatory oversight to banks [...]

Tip of the Week: Market Downturn? Reverse Mergers Shine

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 [...]

Obama: Eliminate Capital Gains Taxes on Investing in Small Business

Whatever your politics, if you’re involved in working with small and middle market businesses, you have to be heartened by Pres. Obama’s suggestion in his State of the Union address last night to eliminate all capital gains taxes on investing in small businesses. I have been in and around the venture capital community for my entire [...]

Shell Prices Heading North

Another sign that things are beginning to recover for the RM world - following a steady decline which started in mid-2008, shell prices seem to have turned the corner and are going up again. For much of the early 2000s, trading “legacy” shells went for between $150,000 and $250,000. As things heated up so did [...]

Follow me on Twitter and LinkedIn

OK, faithful blogees, I’m finally entering the century. If you’re on Twitter, my username is DavidNFeldman, and on Linked In just search my name and there I am! I try to post near daily little tips, etc. and have tried to follow others as well. Truthfully I have found that LinkedIn is a very useful [...]

2009 Starts Like a Lamb, Ends Like a (Small) Lion

The Reverse Merger Report provided its annual “year in review” in its new edition on January 14. For the most part 2009 is a year most of us hope to forget. The number of reverse mergers declined about 11%, with 187 reverse mergers being completed vs. 211 transactions in 2008. Plus the total value of [...]

One Economist’s View: Gift Cards for All

I attended a talk by economist Dr. Irwin Kellner this morning at an Association for Corporate Growth event. I have known Irwin for 20 years and have listened to many of his talks at various events over the years. He is super knowledgeable, clear and entertaining as well.
His bottom line: unless the Administration does something major, we [...]

Tip of the Week: Are Non-Reporting Shells Better? Sometimes…

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 [...]

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 [...]