Appeals Court Strikes Down “Proxy Access” Rule

An SEC rule that would have required public companies to include in their proxy statements for the annual meeting the nominees of certain long standing shareholders has been invalidated by a federal appeals court. In a unanimous three-judge ruling, The US Court of Appeals for the DC Circuit said the SEC didn’t take the views ...

The SEC Reverse Merger Investor Bulletin: Balanced? 2

I have finally had the chance to actually sit and read the SEC’s vaunted “Investor Bulletin” on reverse mergers that came out last month. In recent years these bulletins have been seen more often. One warning folks about the retail foreign exchange market. Another on life settlements. A third explaining how say-on-pay works. Yet another on ...

Tip of the Week: Is Your Shell DTC Eligible?

The Depository Trust Company (DTC) effectively controls which public companies’ stock can be traded electronically as opposed to exchanging actual stock certificates when sales take place. A company must apply to DTC to obtain this ability. Higher exchanges such as Nasdaq and NYSE AMEX require DTC eligibility, lower platforms such as the OTC Bulletin Board ...

Second Quarter Numbers Hit by China

Just 37 reverse mergers were completed in the second quarter of 2011, according to the Reverse Merger Report. That’s down over 50% from the second quarter of last year. Still way more than IPOs, but down is down. Much of this, of course has to do with China. Only three Chinese APOs were completed in ...

Balancing China’s Interests with Need for Inspections

The current China hot button appears to be a series of meetings between representatives of the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and their counterparts in China. The hope is to convince the PRC government to allow the US regulators to inspect the audits and work papers generated by Chinese auditing ...

SPACs Steaming Ahead

Last week a SPAC, Azteca Acquisition Corp. (AZTAU), focused on a deal in Mexico, raised $100 million in its IPO in which Deutsche Bank was the sole underwriter. Units were a share and a warrant for $10. The sponsor is Gabriel Brener, an LA-based investor who owns pieces of a major league soccer team and ...

Chairman Schapiro: Please Don’t Decimate Small Company Finance 1

Late last month SEC Chairman Mary Schapiro announced at a Wall Street Journal forum that the Commission is looking at a variety of options to deal with concerns about reverse mergers. According to the Journal, she said the SEC is “weighing ‘a menu of ideas’ but they aren’t ‘ready for prime time, yet.’” She suggested ...