About that Healthcare Decision

My favorite band, the Supremes (aka the US Supreme Court) tomorrow will release the most important decision they have rendered in decades, maybe only other than the seminal Bush v. Gore decision which determined the 2000 Presidential election. They are ruling on whether the Patient Protection and Affordable Care Act of 2010, better known as ...

Thoughts on Rep. Issa’s Suggestions re IPOs: Part I

See below a summary of Rep. Darrell Issa’s letter to SEC Chairman Mary Schapiro about problems with IPOs such as Facebook’s. Issa believes dutch auction IPOs, such as Google’s, are much fairer and eliminate the discount underwriters place on traditional IPOs so that there is a “pop” in the stock for their first investors. In ...

House Oversight Chairman asks SEC Chair for Info on IPOs

Last week, Rep. Darrell Issa, Chairman of the House Committee on Oversight and Government Reform, delivered a letter to SEC Chairman Mary Schapiro. The focus of the letter: requesting information about initial public offerings (IPOs). Issa’s big thoughts: following the Facebook IPO debacle, we should look at IPOs under the nearly 80 year old Securities ...

Barely Half of 2011 Law Grads Have Full Time Jobs

Get ready gang. I’m starting to expand the coverage of this humble blog beyond just IPO alternatives, the economy and the smallcap markets. We will be talking more about things like Wall Street in general, the legal industry, entrepreneurship (the subject of my next book which I’m writing) and other things of interest to both my ...

Interesting #Crowdfunding Wrinkle

As mentioned below, there was a recent view expressed that #crowdfunding can be used to build a shareholder base for a company about to go public, avoiding the need to build that base in a retail (vs. institutional) public offering or through a shell. But there’s a slight wrinkle. The language of the statute says, ...

Tip of the Week: Self-Filing on Form S-1 vs. Form 10

In lieu of a reverse merger, an attractive option for many companies may be a self-filing, which may be completed through the use of Form S-1 or Form 10. A self-filing is often the best choice if you have more time and sufficient shareholders to qualify for the exchange or platform on which you are ...

Crowdfunding to Build a Shareholder Base?

Today’s DealFlow Report notes that Rodman & Renshaw’s John Borer (disclaimer: client), a member of the SEC’s Advisory Committee on Small and Emerging Companies, stunned his fellow committee members recently. He suggested that crowdfunding could be used as a way to “populate” a company with sufficient shareholders to qualify to uplist to a major exchange. ...

The New Phone Book’s….Not Here 1

In the classic 1979 Steve Martin movie “The Jerk,” his naive character Navin Johnson, upon getting a job for the first time, can’t wait to see his name in print in the new phone book. When it arrives he runs outside screaming, “The new phone book’s here! The new phone book’s here!” For anyone under ...

WSJ on #JOBSAct and Shells

On Monday, the Wall Street Journal reported that one of the apparently unintended consequences of the Jumpstart our Business Startups (JOBS) Act is that shells and SPACs can designate themselves as emerging growth companies with scaled back disclosure and no auditors to attest to your financial controls. The article suggests that the new law was ...

Reverse Merger Conference This Week

I hope to see many of you this Tuesday at the annual Reverse Merger Conference put on by DealFlow Media. If you’re not signed up yet go to www.dealflow.com. What will be the mood at the conference? I am guessing a mixed bag. We are not where we were in 2009 and 2010 during the ...