Archive for December, 2007
Glossary of Reverse Merger Terms
By David Feldman at 31 December, 2007, 8:43 pm
This list, adapted from my book, provides definitions of some of the most-commonly used terms on this blog. backdoor registration. A method by which a company’s shares can become publicly tradable through a merger directly with a public shell, after which the private operating company survives the merger and succeeds to the public status of [...]
Read More >>Worm/Wulff Change: A Major Improvement with Some Disappointment
By David Feldman at 30 December, 2007, 8:42 pm
It has taken a bit of analysis, discussion and interaction with SEC staff, but I am now able to offer some thoughts on the ultimately very positive change (albeit not as far-reaching as hoped) implemented by the SEC with respect to codifying certain positions of the staff under what have been known as the Worm/Wulff [...]
Read More >>SEC Offering More Sarbanes 404 Relief for Smaller Companies
By David Feldman at 13 December, 2007, 8:39 pm
The SEC intends to propose delaying for another year the need for smaller public companies to have outside auditors assess internal financial controls under Section 404 of the Sarbanes-Oxley Act, and expect it to start in 2009. According to published reports, you would still have to have management assess the controls. This is not official [...]
Read More >>Barron's Article Serves as Good Reminder
By David Feldman at 12 December, 2007, 8:40 pm
An article in this week’s Barron’s magazine raises a number of concerns about a Chinese company that went public through a reverse merger. The article points primarily to the company’s Chinese auditors and a question about their true independence and the extent to which that potential problem was disclosed. As a result, it appears the [...]
Read More >>Alert: S-3 Availability Limited to Exchange-Traded Stocks
By David Feldman at 11 December, 2007, 8:38 pm
Today the SEC approved the expanded availability of “short form” registration on Form S-3 (and F-3 for foreign companies), as well as changes to Regulation D. Unfortunately I was not able to listen in, so will have to play the replay at some point in the next few days. I have heard, however, that they [...]
Read More >>Some Rule 144 Tidbits
By David Feldman at 9 December, 2007, 8:37 pm
Dear blogees: I have read the new Rule 144 release initially. There are a few things that are not clear to me that I am discussing with colleagues and others to report about later. In the meantime, here are some interesting tidbits, which should be taken together with my brief summary from the other day [...]
Read More >>December 11 SEC Open Hearing to Approve Form S-3 Availability
By David Feldman at 7 December, 2007, 8:36 pm
The SEC has announced that there will be an open hearing of the Commission on Tuesday, December 11 at 10 am with the following agenda items included: 1. The Commission will consider whether to adopt amendments to the eligibility requirements of Form S-3 and Form F-3 of the Securities Act of 1933 to allow companies [...]
Read More >>Alert: Rule 144 Final Release Out; Shell Holders Can Sell in One Year
By David Feldman at 6 December, 2007, 8:35 pm
Today the SEC published the final Rule 144 release. I have not yet read it fully. It takes effect 60 days after publication in the Federal Register, which presumably will be soon. The big news: Worm/Wulff is officially lifted. They did change from their original proposal and now will allow former holders of shell shares [...]
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