The RM Holiday Wish List 3

Before heading over to my family’s Thanksgiving feast, I thought I would jot down some things we are all hoping for in the reverse merger world (and, well, just the plain old world) for the holidays and the year ahead… * I wish that the SEC eliminates the “evergreen” requirement for a former shell to be current ...

Is Consumer Spending Looking Up this Holiday Season?

Considering the latest financial headlines, you would assume that the vast majority of the US population would be planning on sizable spending cutbacks this holiday season. However a recent survey by ABI Research has shown that not all consumers intend to cut back on spending, and some are even thinking of spending more than last ...

Tip of the Week: Inappropriate Expenses and Compensation for Shells

Public shells may engage in activities that seem commonplace and appropriate for operating companies, including compensating management, hiring public relations firms, paying rent for office space, issuing press releases that disclose important events, and raising money to cover all these expenses.  These are innocuous activities for a public company.  But if a shell company (assuming ...

SEC Staffer Signals Possible Action on 144(i); Chairman Goldschmidt? 3

Yesterday I attended the SEC’s annual Government-Business Forum on Small Business Capital Formation. Much of the “doom and gloom” attitude we saw at the PIPE Conference last week was continued at this event. There was some good news however. One of the panelists mentioned that “a group of prominent law firms” (thanks for the plug ...

Off to the SEC Conference

I am headed to our nation’s capital (I expect the cowboy hat concessions to be replaced with sneaker and basketball displays) for tomorrow’s annual SEC small business capital conference. Typically SEC Chairman Cox leads it off and I assume he will again. It is a great opportunity to have access to senior SEC staffers that ...

Thoughts about the PIPE Conference

I was thrilled to once again participate in a panel at this year’s DealFlow Media PIPE Conference last week at the New York Hilton. It does seem more and more that PIPEs and reverse mergers are more and more intertwined as businesses. It was also our firm’s pleasure to sponsor the event as well as ...

Top Reasons to Buy in a Bad Market 2

The stock market is in full-blown panic mode – and the closing bell on Wall Street reinforces that each day. Huge swings in the Dow Jones Industrial Average are commonplace, and every barometer of volatility out there has its needle pegged to the top of the dial. But while most financial experts suggest investors stay ...

Recent SEC Guidance Allows More Private Offerings While Public Offering Registrations are Pending

Something else we learned at the PLI Securities Regulation Institute last week. Until recent interpretive guidance provided last summer by the SEC, if a public company had a pending registration statement under the Securities Act of 1933 (such as Form S-1 or F-1), the only safe way to raise money privately during that time was ...

How Will the Economy Affect Retail Sales this Holiday Season? 1

The holiday season is a key time for retailers each year; however with the current state of the economy, retailers may have to become more strategic with how they operate in the coming months.  In a recent survey conducted by Harris Interactive, 84% of U.S. adults are currently taking steps to save money as a ...

SEC Chairman Cox Speaks at PLI 2

As you know I am attending the PIPE Conference which started yesterday and continues today at the New York Hilton. Ironically, another important conference for securities lawyers, the PLI securities regulation institute, is taking place at the same time in the same hotel. I have been shuttling back and forth, and will have a report on ...