Reverse Mergers hit Wharton

Wharton Teaches Reverse Mergers. I was visiting my alma mater, the Wharton School, this week, to give several seminars to the undergraduates on business networking and other topics. I greeted a professor friend who teaches finance, and lo and behold, he let me know that when he covers the going public process, reverse mergers, SPACs ...

News from SEC Staffers at ABA Conference

Yesterday I was honored to be included in a panel at the American Bar Association Section of Business Law’s spring meeting in Washington (let’s not discuss the fun I had fighting my way home to New York in this “spring” weather). The topic of the panel was “Hot Securities Law Issues for Small Business.” Among ...

Tip of the Week- Don't Fall into the Shell Tax Trap!

Greetings blogees! I was on the Left Coast last week on business, so I apologize for not appearing for a few days. Just one joke from the Carrot Top show in Vegas: “Don’t you hate airlines? We all know Delta stands for ‘don’t expect luggage to arrive.’” Might just use that in future appearances. Anyway, ...

A Shell or Not a Shell?

As discussed in my book, in its June 2005 rulemaking on reverse mergers, the SEC created a new defined term “shell company.” Any company that is a shell company is subject to the enhanced disclosure requirements which were adopted in that rulemaking, including the “super 8-K” to be filed within four business days of closing ...

So how to do a primary offering and avoid 415?

As we have researched the matter further and consulted with experts, and while none of this constitutes legal advice (consult your lawyer, hopefully me!), here are some additional thoughts on turning secondary offerings into primary offerings so as to lawfully avoid the limitations on the number of shares to be registered under the SEC’s new ...