Flash! OTCBB Sale Close

There have been rumors for quite awhile, but never anything resembling official confirmation. FINRA, which owns the OTC Bulletin Board, had announced that it desires to sell it (or possibly shut it down). Now it has been confirmed here at the Reverse Merger Conference: FINRA is very close to selling the OTCBB and it could ...

Now What? Supremes Declare PCAOB Board Appointment Process Unconstitutional 2

Greetings from Toronto and the Reverse Merger Conference. We anticipated a decision this week, and now it has happened. The US Supreme Court today ruled that the process by which Board members of the Public Company Accounting Oversight Board, which registers and audits every accounting firm that serves as auditors for US public companies, are appointed is unconstitutional. ...

Off to Toronto

As I mentioned here last week, I’m heading soon to Toronto to attend DealFlow Media’s annual Reverse Merger Conference which takes place June 29 and 30. The panel I am moderating is late on the 29th and is all about Form 10 shells. The bottom line that I believe our panel will relate: Form 10 ...

SOX 404(b) Permanent Exemption Looking Even Better 2

As I hear it you hear it. It appears the full House-Senate conference committee working on financial industry reform has approved including in the final bill the permanent exemption for smaller public companies to comply with Sarbanes-Oxley Section 404(b) (auditor attestation of internal financial controls). It now looks like it will indeed be part of ...

Reverse Mergers and the G20?

What could reverse mergers have to do with the G20 (the group of finance ministers and central bank governors from 19 countries and the EU) summit coming up? The G20 meeting is in Toronto next weekend, and right after that is the Reverse Merger Conference, also in Toronto at the Four Seasons, where presumably some ...

Sarbanes 404(b) Small Company Exemption Still Alive 1

Let’s give Barney Frank some credit. While everyone else is watching the oil continue to spill into the Gulf, there is some legislating going on down in DC. The conference committee working on securities industry reform is hard at work trying to reconcile the House and Senate approved versions of the bill. As you recall, ...

Tip of the Week: Reverse Merger Deal Structures 1

Occasionally I like to move higher in the atmosphere and review some reverse merger basics. In a reverse merger, a private company takes over a public shell company and instantly becomes public, and the public shell survives the transaction with the owners of the private company typically controlling what was the shell and which now ...

First New SPAC of 2010: Changes Good? 3

DealFlow Media’s The SPAC Report reported the completion of the first and only SPAC that made it all the way to pricing during 2010. 57th Street General Acquisition Corp.’s filing took six months to make its way through the SEC, no doubt in small part because the sponsors have changed some of the customary SPAC terms. ...

China De-Brief Part III

In the last in this series on my recent China trip, I want to briefly touch on the scope of the opportunity in the world’s most populous country, by reprinting, updating and adding a little commentary to a small portion of the China chapter of the second edition of my book, Reverse Mergers and Other Alternatives to a Traditional ...

China De-Brief Part II

Now that the long Memorial Day weekend is behind us and I have had a few days to become somewhat unburied from being out of the office for my China trip, I have a few minutes to provide more information about my trip. The highlight of the trip was DealFlow Media’s International PIPE Conference in ...