Reg A Reform Getting Closer

As previously reported, the US House of Representatives is moving closer to passing a bill to dramatically reform SEC Regulation A. Reg A, as has been discussed here, allows a more streamlined process to going public than a traditional IPO under a full SEC registration. There is still an offering circular that is used, but ...

New Reg D “Bad Actor” Proposal: Part III

More on the new “bad actor” disqualification proposal from the SEC. One other issue on determining whose bad acts will trigger disqualification: I’m not sure what a “promoter connected with the issuer in any capacity at the time of sale” could include. For example, someone who is on the board of a start-up is considered ...

New Reg D “Bad Actor” Proposal: Part II

As mentioned in a prior post, the SEC has proposed, as required by the Dodd-Frank Act, to disqualify so-called “bad actors” from relying on the safe harbor from SEC registration in Rule 506 of Regulation D. In this part of the series we focus on who will be “covered persons” that will disqualify a company ...

A Father’s Thoughts

I am often surprised when followers here let me know that while they enjoy the substantive discussion about the small and midcap markets, the economy and of course reverse mergers and other IPO alternatives, they equally enjoy the occassional musings on my life outside of work and my incredible family. So on this Father’s Day ...

The Giant Panda in the Room 1

Yes I used that phrase when speaking at this past week’s Reverse Merger Conference in LA. I also likened the Chinese reverse merger situation to US Rep. Anthony Weiner (yes some bad stuff happened but there is a real risk of overreaction). I wanted to pass on a few thoughts about the conference, which has ...

New Reg D “Bad Actor” Proposal: Part I

The SEC last month, as required by the Dodd-Frank Act of 2010, proposed that all Regulation D private offerings be subject to disqualification if so called “bad actors” are involved. The next few entries will provide a high level overview and a few thoughts. As we know, Reg D is a safe harbor that ensures ...

SEC To Issue “Investor Bulletin” on Reverse Mergers

Reuters is reporting that the Securities and Exchange Commission is about to release a so-called “investor bulletin” about reverse mergers. According to the report, an SEC spokesman said the bulletin would be “outlining the risks involved with reverse mergers.” As we know, the SEC is involved in a wide-ranging investigation of Chinese companies that completed ...

We Moved! Join Me at the RM Conference!

It took 8 months from when I joined Richardson & Patel with a group of lawyers back in October, but our New York office is finally all in one place! You can now find me at: David N. Feldman, Esq., Richardson & Patel LLP, 750 Third Avenue, 9th Floor, New York, NY 10017. Phone and ...