The Case for Form 10 Shells- Valuable But Not for Every Deal

In the latest issue of the Reverse Merger Report, just out this week, I provided a guest column with the above title. At some point down the road I hope to post it here, but for now it is in the safe hands of the RMR and its subscribers. If you haven't subscribed yet, you can (and should) do so at www.dealflowmedia.com.

Within our RM community there are leading figures who have their "thing." Some are strong proponents of self-filings. Others believe it is simply easier to complete a merger with a legacy OTCBB shell with an operating history. Still others have seen the value of using clean virgin shells in shell mergers. And yet still others believe that the flexibility provided by shells trading on the OTC Pink Sheets are the way to go. There are even those who have suggested that questionable so-called "footnote 32 shells" can be a viable alternative. And last are those who love to work with SPACs.

In many cases, those who oppose others argue that choosing one technique as one's primary suggested approach is based upon their source of income for their own business, whether it be law, investment banking, shell principal or the like. In my case, I prefer not to be known as someone who only does one thing. In fact, while I admit to being a very strong believer in the many benefits of the virgin shells in transactions involving a simultaneous financing, in the guest commentary you will see I talked about circumstances where a self-filing or merger with a legacy shell is indeed preferable. And in fact we work on all these types of transactions with our clients.

In talking about virgin shells a few years ago, a client said, "Just make sure you don't suggest that this is the anti-SPAC." And I believe I have not. Whether in my book or this blog, I believe I have taken a fair and balanced view of all these alternatives, recognizing each of their advantages and disadvantages (including virgin shells - note the subheading above), and acknowledging that every company considering its strategic alternatives is different.

I hope we can all do the right thing - namely, to be sure to provide those we work with, clients, business contacts and so on, with a frank analysis of the costs and benefits of all these approaches, regardless of what may be our "thing."

Happy Mother's Day to all my US blogees.....