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New Year’s Wishes for Smallcap World 2012
By David Feldman at 31 January, 2012, 3:13 pm
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 [...]
Read More >>Deck Chairs Shift but IPO Alternatives Remain Viable
By David Feldman at 4 December, 2011, 2:33 pm
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 [...]
Read More >>Is the China Comeback Commencing?
By David Feldman at 13 November, 2011, 12:17 pm
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 [...]
Read More >>Temperature Heats Up in PCAOB-China Talks
By David Feldman at 1 November, 2011, 11:12 am
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 [...]
Read More >>Time to Modernize Rule 419: Part IV
By David Feldman at 25 October, 2011, 11:31 am
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 [...]
Read More >>Time to Modernize Rule 419: Part III
By David Feldman at 25 October, 2011, 10:51 am
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 [...]
Read More >>Time to Modernize Rule 419: Part II
By David Feldman at 25 October, 2011, 10:04 am
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 [...]
Read More >>Time to Modernize Rule 419: Part I
By David Feldman at 25 October, 2011, 9:57 am
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 [...]
Read More >>Tip of the Week: Make Sure You Should be Public
By David Feldman at 23 October, 2011, 5:24 pm
I often tell my clients, if you can benefit from being public, and can bear the risks of doing so, you should seriously consider it, regardless of your stage of development. However, in any well formulated decision, it is important to review the pros and cons. There are four well-recognized disadvantages to being public. First, [...]
Read More >>Tough Quarter for RM as SEC Roundtable Convenes
By David Feldman at 17 October, 2011, 10:08 am
I am aboard Amtrak’s fabulous Acela train on the way to participate in a panel at today’s SEC Roundtable on microcap securities in DC. Follow the webcast live starting at 1pm Eastern time at www.sec.gov. I hope to talk about reverse mergers today. About our three year effort to reverse the “evergreen” requirement to remain [...]
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