We’re Back! All Clean! And Spiffy New Look!

Thanks everyone for your patience as we cleared up a malware problem that hit this humble blog. Everything is fixed and we have an “all clear” from Google! We took the opportunity to update the look of the site a little, hope you like it! We are also just weeks away from launching a new ...

Apologies folks!!! Back soon…..

Like major banks, Facebook and news media, it appears our wonderful blog has been hit with some malware. Hopefully it’s not some radical anti-reverse merger people! Seriously, it looks like just your garden variety virus has hit some of my prior posts. We may reset the blog to pre-January 1, which would get rid of ...

New Year’s Wishes for Smallcap World 2012

Believe it or not in November we celebrated the 5th anniversary of the Reverse Merger & SPAC Blog! That’s really something. I cannot thank my faithful blogees enough for your sustained presence and tolerance of my random rantings. Last year was a bit better in the markets and we are all feeling hope that 2012 ...

Deck Chairs Shift but IPO Alternatives Remain Viable

A few thoughts about where we are now that some of the dust has settled following the passage of “seasoning” requirements to uplist to major exchanges after a reverse merger with a reporting shell. If you are thinking about a strategy to deal with the changes, get in touch! But here are some real big ...

Is the China Comeback Commencing?

Here are the latest mixed signals from the headlines: - US officials charge Longtop Financial with failing to file accurate financial reports - Lashou to complete IPO on Monday and raise $80 million - Harbin Electric goes private for $800 million - NY Court throws out securities fraud claims against China North East Petroleum - VC ...

Temperature Heats Up in PCAOB-China Talks

The Reverse Merger Wire reports that Public Company Accounting Oversight Board (PCAOB) Chair James Doty is growing a little impatient with Chinese securities regulators over the issue of inspections of Chinese accounting firms that are auditing US public companies. There was an apparently positive meeting between the PCAOB and Chinese officials in July in Beijing. But ...

Time to Modernize Rule 419: Part IV 2

Can Rule 419 be updated so that reverse merger players will be attracted to utilize an investor-protective method? Yes I believe it can. Here is my suggested proposal: 1. Maintain the requirement to put money raised in a 419 IPO in escrow, minus underwriters compensation and 10% for expenses as currently. 2. Maintain the requirement ...

Time to Modernize Rule 419: Part III

As mentioned above, as a practical matter shells could be inherited or created without the restrictions of Rule 419. But each has its limitations. Stock in Form 10 shells cannot trade until a registration is completed post-merger. “Legacy” shells face risk of undisclosed liabilities from the past and an unknown shareholder base. Shells masking as ...

Time to Modernize Rule 419: Part II

Once Rule 419 passed, as mentioned above players tried but grew frustrated setting up shells and completing reverse mergers under the rule. So what happened? Three things. First, players discovered that a shell could be created from the carcass of a former operating public company that was sold or went out of business. Their stock ...

Time to Modernize Rule 419: Part I

This is the first in a multi-part posting I intend to share with you developing a case for modernizing Rule 419 under the Securities Act of 1933. First I will outline the rule briefly, then talk about what happened after the rule was passed, then discuss why modernizing the rule makes sense given both market ...