Speaking of lawyers...
I know that many of you who are regular visitors are attorneys at some of the largest law firms in the world (Google has a wonderful analytic tool that allows me to see what network visitors come from). Some would say this is of no help to me as I seek to promote my law practice, that I would rather have potential clients visiting. Yes of course I would love that, but I also love you lawyers.
Why is that? There are two very important reasons. First, for many years one of the principal impediments to improving the legitimacy and acceptance of IPO alternatives were the large firm lawyers. They would suggest these techniques were shady, etc.
Over the past 5-7 years, through a variety of methods lawyers have finally understood the value of these approaches. They noticed the SEC tightening up disclosure to add more transparency. They may have read my book. They send their representatives to well-attended conferences. They see the success of many companies going public this way. More recently, some have been involved in some of the largest SPACs. And maybe some have been brought around in part through exposure to my humble blog.
So my view is, the more the merrier. I am thrilled that most large law firms now advise their clients to tread carefully but that reverse mergers, APOs, self-filings and these other options are indeed worth exploring. To me, this means more deals will happen which is good for everyone.
The second reason I love the lawyers is more selfish. More and more large law firms are referring clients to me that are contemplating these alternatives. Since, for various reasons, I am rarely interested in representing the company after it goes public (in part it is because of potential conflicts with our industry leading PIPEs practice which only represents investors and broker-dealers), these firms are comfortable allowing me to come in as "special counsel" while they remain on board with their client as general counsel, working with me on the deal. Once the company is public, I skeedaddle and the client returns to its capable big firm attorney.
The second and a half reason is this. Every deal needs at least two lawyers. Often it is the lawyer for one side who recommends me to represent the other side if they are not already "lawyered up." I also appreciate these relationships in helping me refer business back when I have the opportunity.
So thanks big firm lawyers and I hope you remain loyal blogees (somehow this reminds me of the great "real men of genius" ads). But remember, I get the stats and I know you're out there!!
Why is that? There are two very important reasons. First, for many years one of the principal impediments to improving the legitimacy and acceptance of IPO alternatives were the large firm lawyers. They would suggest these techniques were shady, etc.
Over the past 5-7 years, through a variety of methods lawyers have finally understood the value of these approaches. They noticed the SEC tightening up disclosure to add more transparency. They may have read my book. They send their representatives to well-attended conferences. They see the success of many companies going public this way. More recently, some have been involved in some of the largest SPACs. And maybe some have been brought around in part through exposure to my humble blog.
So my view is, the more the merrier. I am thrilled that most large law firms now advise their clients to tread carefully but that reverse mergers, APOs, self-filings and these other options are indeed worth exploring. To me, this means more deals will happen which is good for everyone.
The second reason I love the lawyers is more selfish. More and more large law firms are referring clients to me that are contemplating these alternatives. Since, for various reasons, I am rarely interested in representing the company after it goes public (in part it is because of potential conflicts with our industry leading PIPEs practice which only represents investors and broker-dealers), these firms are comfortable allowing me to come in as "special counsel" while they remain on board with their client as general counsel, working with me on the deal. Once the company is public, I skeedaddle and the client returns to its capable big firm attorney.
The second and a half reason is this. Every deal needs at least two lawyers. Often it is the lawyer for one side who recommends me to represent the other side if they are not already "lawyered up." I also appreciate these relationships in helping me refer business back when I have the opportunity.
So thanks big firm lawyers and I hope you remain loyal blogees (somehow this reminds me of the great "real men of genius" ads). But remember, I get the stats and I know you're out there!!
Labels: Musings
posted by David N. Feldman at
2/14/2008 08:38:00 AM
7 Comments:
I have a question re S-1 registrations of PIPES. My broker, even though I'm listed in the statement which has been declared effective by the SEC, is giving me 3 month windows to sell stock which have to be constantly renewed upon expiration. They claim that they have to contact corporate counsel to verify that the registration is still in effect, blah blah. Also, they are restricting the proceeds of these sales until they "clear transfer." Don't registrations (that have been cleared by the SEC) make those shares free trading? Thanks.
I sould have been more clear in my prior post. I wasn't part of the PIPE, but I was one of the old officers of a reverse-merged shell and was included in the same S-1 as the PIPE investors. The S-1 took quite a while to clear and I am over the new 144 1 year period and could free the shares up if I had/wanted to. I'm waiting for the stock to get some volume/liquidity and price improvement, so I'm not really in a hurry to sell absent those things. I'm more concerned about "material changes" redndering the S-1 invalid or the possibility that the company decides not to renew the registration--an unlikely scenario, but possible. I guess what I'm asking is, would I be better off just having the legend removed under 144? I'm right at the 1 year mark from the reverse merger/super 8k. Thanks for any input.
Mr. Anonymous, let me know if you did not receive my email response to this.
David
Didn't include my email address so I'm not sure how you could send me one. I think we may have corresponded via email in the past but, no, no email received. Thanks again if you can offer any advice. If you would prefer to correspond via email, let me know.
I said while this is of course not legal advice it sounds like your analysis makes sense, but of course consult your counsel. What will be interesting is to see what law firms will give what opinions in seeking to remove legends not in connection with a sale under the newly revised Rule 144.
Clearly not taking what you say as official legal advice. Wouldn't be fair to you, I understand. But just to clarify, is that your understanding of S-1's (or SB-2's)? That they can, effectively, become "unregistered" restricted shares again if there is a "material change" or the company decides not to renew the registration? What does a company do to "renew" it anyway? What constitutes a "material change?" Thanks again for your input. Great blog---look forward to that WRASP piece you hinted at last year.
Sorry, one last question I forgot to include in my prior comment. I would assume it is highly rare for a company to not renew a registration statement or for one to become "ineffective," for lack of a better word, due to material changes?
Post a Comment
Links to this post:
Create a Link
<< Home