Author Archive
Newer SPACs Better Under JOBS Act
By David Feldman at 28 April, 2012, 2:08 pm
In my continuing discussion of the impact of the new JOBS Act on IPO alternatives, let’s talk a little about the impact on SPACs. Much of this discussion is similar to that concerning reverse mergers and shells in general in a previous post. SPACs, as we know, go public through an S-1 or other Securities [...]
Read More >>Follow the RM & SPAC Blog on Facebook!
By David Feldman at 24 April, 2012, 3:41 pm
Hey all, we’ve now set up a Facebook page for the blog, hopefully you will go there and “like” it! You can find it at http://www.facebook.com/ReverseMergerBlog. All my posts from here will appear there, as well as my Twitter feed. And I hope to add some unique material there, maybe a photo or two, etc. Now [...]
Read More >>Form 10 Shells Favored Over Trading Shells in JOBS Act
By David Feldman at 24 April, 2012, 7:13 am
I briefly mentioned this in a prior post and several people asked about it so I will flesh it out a little bit more here. As mentioned, many of the benefits of the JOBS Act go to companies fitting the definition of “emerging growth company.” It is a company with less than $1 billion in [...]
Read More >>Nasdaq Lowers Initial Minimum Bid Price to Compete with NYSE Amex
By David Feldman at 20 April, 2012, 9:55 am
Public companies looking to “uplist” to the Nasdaq Capital Market (the lowest of their three tiers of Nasdaq exchanges) will have a little easier time qualifying now that a plan to reduce the initial minimum bid price has been approved by the SEC. As approved, you will now be able to list, as long as [...]
Read More >>Combo Reg S/Reg D Offerings May Still Have Effective Ban on General Solicitation
By David Feldman at 18 April, 2012, 12:17 pm
As we know, the JOBS Act directs the SEC to write rules before July 4 of this year which will end the ban on general solicitation and advertising in Regulation D 506 offerings, so long as all ultimate investors are accredited. Many are hailing this as one of the more promising aspects of the new [...]
Read More >>Company Demands Appeal of DTC Refusal to Permit Electronic Trading
By David Feldman at 17 April, 2012, 10:22 am
The DealFlow Report this week gives us a peek into what may become DTC’s growing docket of companies demanding appeals from their refusal to permit electronic clearing and settlement services or to “chill” services even after granted. As we know Depository Trust Company (DTC) controls which companies will be permitted to use their services which permit [...]
Read More >>SEC Adopts FAQs on JOBS – Helps Self-Filings and Reverse Mergers?
By David Feldman at 12 April, 2012, 3:19 pm
Enough acronyms in that title? Very helpfully, the Securities and Exchange Commission, moving very quickly, has issued several sets of frequently asked questions about the Jumpstart our Business Startups (JOBS) Act signed into law last week. On Tuesday this week we saw one on the confidential submission process for IPOs of emerging growth companies (generally [...]
Read More >>As the Birthdays Turn
By David Feldman at 12 April, 2012, 9:25 am
JOBS Act…DTC chills…seasoning…All irrelevant. If you are my friend on Facebook then there’s no way you don’t know that yesterday was my birthday. That’s because about 60 of my best friends wished me a happy one! It felt good even if some of them are not the closest of friends, still a nice gesture. I had [...]
Read More >>SEC Small Business Forum Gets Some Stuff in JOBS Act – Part II
By David Feldman at 9 April, 2012, 11:34 am
In this part II, let’s hit some key recommendations from the SEC Small Business Forum that did not make it into the JOBS Act and that advocates are still hoping will get some attention: Allowing “finders” in M&A and private offerings to have a simplified registration and come “out of the shadows” of non-registration. Many [...]
Read More >>SEC Small Business Forum Gets Some Stuff in JOBS Act – Part I
By David Feldman at 9 April, 2012, 11:22 am
Very recently the SEC published its final report on the SEC Government-Business Forum on Small Business Capital Formation from the November 17, 2011 event, which I attended in DC. Participants breathlessly await this report each year to see what recommendations make the hot list for the upcoming year. After workshops make a bunch of recommendations [...]
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