Overview of Nasdaq Seasoning Proposal

I have now had the chance to read the actual Nasdaq proposal, which you can find at http://nasdaq.cchwallstreet.com/NASDAQ/pdf/nasdaq-filings/2011/SR-NASDAQ-2011-056.pdf. Apparently the term “seasoning” comes out of the proposal itself, so it is hereby dubbed the proposed seasoning rule. Not ideal, since usually seasoning adds flavor, and in this case I respectfully don’t think that is the result. ...

Small Sigh of Relief – Nasdaq “Seasoning” Proposal Exempts Underwritten Deals

Well you can never accuse me of being a good newsman! A short report in our industry trade publication surprised all. Nasdaq apparently was requesting a 6-month wait for all post-reverse merged companies to uplist to Nasdaq. During the 6 months they must trade over the counter at least at $4.00 a share, and the ...

Baby Heading Down with Bathwater? Nasdaq Requests Delay in “Re-IPO” Transactions 2

POST-POSTING NOTE: IT TURNS OUT THE PROPOSAL IS NOT AS BAD AS FIRST THOUGHT AND WRITTEN BELOW, SO PLEASE SEE MY NEXT POSTS WHICH CLARIFY! DNF 4/30/11 The Reverse Merger Wire reported today that the Nasdaq, in a filing with the SEC, is requesting that post-reverse merged companies that wish to uplist to Nasdaq have at ...

Key Recommendations from SEC Small Business Forum

Each year following the annual SEC Small Business Forum, the participants look at the recommendations that come from each breakout group and try to rank them in importance. The staff then publishes this ranking, which they have not done yet. But at my panel at the ABA conference last week, some key recommendations were listed. ...

Don’t Trash Our Sector…Please

Several recent statements by prominent regulators, as well as scathing press articles, primarily talking about the problem with Chinese reverse mergers, have decided to declare that because of the challenges in China, reverse mergers in general are bad. I”m not enjoying this time travel back to the mid-1990s when no major investment bank would raise ...

Even More on Chairman Schapiro’s Letter – Regulation Review 1

SEC Chairman Mary Schapiro’s letter to Rep. Darrell Issa in response to his request for her views and information on issues affecting smaller companies includes an important note at the end, in a section called “Future Steps,” which is worth repeating in whole: “I recently instructed the staff to review the impact of our regualtions ...

More on Chairman Schapiro’s Letter – New Advisory Committee Forming

We have now received a copy of the letter that SEC Chairman Mary Schapiro sent to Rep. Darrell Issa (R-CA), who is Chair of the House Committee on Oversight and Government Reform. There’s some interesting stuff in this 25-page letter dated April 6, 2011. The big news: the SEC is in the process of forming ...

About Chairman Schapiro’s Letter – Increase the Number of Shareholders Requiring Public Reporting?

In the prior post I mentioned a series of letters between SEC Chair Schapiro and Rep. Darrell Issa about helping smaller companies access capital and grow. Apparently part of the discussion in the letters is whether to increase the number of shareholders a company must have to require it to become a full public reporting company. ...

See You in Beantown..

Later this week I head to Boston for the annual American Bar Association Section of Business Law conference. I am speaking on a panel entitled, “Current Securities Law Issues for Small Business.” The panel includes very prominent attorneys, the head of the SEC’s Office of Small Business Policy, Gerald Laporte and Mary Sjoquist, head of ...

How Much Real Fraud Is There? 1

The latest issue of the Reverse Merger Report headlines: “…Reverse Merger a Puzzle,” “…Madoff Invest(s) in Mergers,” “….in $63M Stock Manipulation, SEC Says,” “…Sanctioned by SEC for Father’s Theft,” “SEC Accuses….of Fraud,” “SEC Charges Four in Pump and Dump,” “…Investors Say PIPE Money Diverted.” I’m sure there is more to come unfortunately. I am as ...