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Thoughts on SEC’s Trading Suspension of Pink Sheet Shells

By at 15 May, 2012, 5:45 pm

As noted below, yesterday the SEC suspended trading for 10 days in 379 shell companies which are non-reporting. All are presumably trading on the platforms of OTC Markets and it appears most did not respond to SEC inquiries for information and the like. These companies will not be able to trade again until they make [...]

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#Crowdfunding Reminder from SEC: Don’t Do it Yet!

By at 15 May, 2012, 10:52 am

In a tersely worded statement on their website recently (re-highlighted on the site today), the SEC reminded excited players in the crowdfunding world to hold their horses until the SEC writes the rules required by the Jumpstart our Business Startups (JOBS) Act. It’s short enough so I will reproduce it here: “On April 5, 2012, [...]

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Join Me at the Reverse Merger Conference!

By at 14 May, 2012, 2:15 pm

I will be speaking (as I think I have every year since they started) at the DealFlow Media Reverse Merger Conference on June 5 here in NYC at the W Hotel in Union Square. To register go to www.dealflow.com (no financial benefit to me!). If you have any interest in IPO alternatives and getting companies [...]

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More on SEC’s Record-Breaking Shell Trading Suspension

By at 14 May, 2012, 12:18 pm

Following up on the post below, I have looked at the rest of the SEC’s released information about the temporary 10-day suspension in trading of 379 shell companies trading on OTC Link (operated by OTC Markets). A few tidbits (I am saving commentary for now): The SEC dubbed the plan “Operation Shell-Expel.” The head of SEC Enforcement [...]

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Flash: SEC Attacks Nearly 400 Pink Sheet Shells

By at 14 May, 2012, 11:35 am

This morning, the SEC announced a huge suspension in trading of 379 non-reporting shell companies, the largest suspension in the SEC’s history, according to their press release. Apparently, the companies will not be permitted to be quoted again until they provide current information, including financial information. As a practical matter, for most of these pink [...]

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PCAOB to Attend Inspections of Chinese Auditors

By at 9 May, 2012, 11:29 am

In what appears to be a break in the logjam between US and Chinese regulators, The New York Times today reported that James Doty, head of the US Public Company Accounting Oversight Board (PCAOB), said that their agency will begin sending Chinese speaking examiners to sit in on Chinese government inspections of Chinese auditing firms [...]

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Tip of the Week: Share Exchange vs. Reverse Triangular Merger? It Depends

By at 7 May, 2012, 8:38 am

With so much news lately we haven’t had much chance to do some tips of the week! Just a reminder today about a basic decision needing to be made in every reverse merger, namely the structure. The famous reverse triangular merger is very popular. In that, the public shell company drops down a wholly owned subsidiary. [...]

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Bullfrog Gold Gets DTC Eligibility After Filing Suit

By at 3 May, 2012, 5:13 pm

Attorney Harvey Kesner reports, “After filing the first ever issuer appeal to DTC, Bullfrog Gold has been admitted to full eligibility after 2 prior denials of eligibility.” Don’t have much more info than that, hope we’ll hear more soon. But good news for them!

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Thoughts for the SEC on #JOBSAct Part II – Regulation A

By at 3 May, 2012, 7:57 am

In this second installment of my personal suggestions to the SEC on their JOBS Act rulemaking, let’s focus on the changes to Regulation A. First, there is no time deadline for the SEC to write regulations to implement the Regulation A changes, so I strongly urge the SEC to expedite these changes for the benefit [...]

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Thoughts for the SEC on #JOBSAct Part I- General Solicitation

By at 3 May, 2012, 7:45 am

Our firm is working on a comment letter to submit to the SEC, but in the meantime I thought I would deliver some thoughts that are purely my own as the SEC pursues the massive rulemaking job put upon it by the Jumpstart our Business Startups (JOBS) Act recently signed into law. The law directs [...]

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