Deep Breath Everyone

We have been here before. This roughly 7% drop in the Dow Industrials, while representing the largest single day point drop ever, is not even in the top 10 worst days on a percentage basis. We all hope a rescue plan will be passed. Even if not, there are indeed some market forces that might ...

Happy and Healthy

For those of my brethren celebrating, I want to wish you a happy and healthy New Year, L’shanah tovah. Let us hope that with this New Year, or for others a new season of Autumn here in the Northern Hemisphere, comes 1) resolution of the US government’s action in response to the financial crisis, 2) ...

So Many Mining Companies Changing Hands for Pennies – Why?

If you read the Reverse Merger Wire, you know that quite a number of public “mining companies,” many if not almost all based in Canada, have suddenly had a change in control for very small dollars. These companies, almost all of which are being marketed as shells and most if not all of which have ...

What Does This All Mean to Me, Al Franken?

Some of us older folks remember the early days of the NBC comedy show Saturday Night Live. A very clever guy (now running as a Democrat for the US Senate), Al Franken, used to do a sketch talking about problems in the world and then saying, “But what really matters is what this means to ...

Tip of the Week: Don’t Forget Schedule 14F!

If you anticipate a change in the shell’s board upon the completion of a reverse merger, this filing is almost always required. It is sometimes forgotten or ignored, but Schedule 14F must be prepared, filed with the SEC and mailed to the shell’s shareholders ten days before closing the deal. The most painstaking part of ...

Request for Rulemaking Almost Final 9

Just wanted to update you that the growing group of attorneys ready to sign the request for rulemaking to eliminate the “evergreen” requirement in Rule 144(i) following the one year anniversary after ceasing to be a shell has just about finalized the document. I’ve gotten some great input from my colleagues, and we want to ...

Podcast Link

Below is a link to the podcast I did with Dave Lynn, former Chief Counsel of Corporation Finance at the SEC, now with TheCorporateCounsel.net, talking about the Rule 144(i) situation. Enjoy! http://www.thecorporatecounsel.net/nonMember/Files/2008_09_10_Feldman.htm

Request for Rulemaking Coming on Evergreen Requirement

A group of prominent reverse merger professionals met telephonically last week. We decided to move forward with a “request for rulemaking” with the SEC to ask the Commission to eliminate the requirement for companies to stay current for Rule 144 to be available in a former shell. Since all holders must wait until one year ...

A Very Good "IDEA"

The SEC has announced a new system which will eventually replace EDGAR, the electronic data gathering, analysis and retrieval program under which SEC filings are made electronically. IDEA, which stands for Interactive Data Electronic Applications, will allow investors to quickly and easily search financial information. SEC Chairman Christopher Cox recently led a press conference detailing ...