Rule 144
Report from SEC Forum on Small Business – Part II
By David Feldman at 21 November, 2011, 3:25 pm
Another panel in the AM at the SEC Small Business Forum talked about the dearth of small IPOs. Numerous explanations were given for this problem. Decimalization of trading. Regulation ATS and the order handling rules in 1997. Lack of liquidity for companies below $500 million in market value. Greater attractiveness of staying private. One speaker [...]
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 >>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 [...]
Read More >>Reg A and Rule 144(i) Reform Near Top of Recommendations from SEC Forum
By David Feldman at 10 August, 2011, 10:38 am
Two key initiatives that are close to my heart were among the top recommendations from the SEC’s 29th Annual Government-Business Forum on Small Business Capital Formation (they need to hire a good branding person to work on that name!) held last November. The full report on the event was just released. Each year the SEC [...]
Read More >>Chairman Schapiro: Please Don’t Decimate Small Company Finance
By David Feldman at 3 July, 2011, 9:56 am
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 [...]
Read More >>Key Recommendations from SEC Small Business Forum
By David Feldman at 22 April, 2011, 11:57 am
Each year following the annual SEC Small Business Forum, the participants look at the recommendations that come from each breakout group and try to rank them in importance. The staff then publishes this ranking, which they have not done yet. But at my panel at the ABA conference last week, some key recommendations were listed. [...]
Read More >>Are PIPE Registration Rights Headed for the Buggy Whip?
By David Feldman at 2 March, 2011, 5:16 pm
There are still a few old brick walls in downtown Manhattan with very faded painted ads for buggy whip companies. This was a big business in New York before the auto industry hit, when people needed whips like the one above (like my graphics?) to get their horses to comply. This was also before there [...]
Read More >>New Year’s RM Wishes..
By David Feldman at 1 January, 2011, 11:24 am
My 8-year old is an avid Beatles fan so this year he decided to make New Year’s “revolutions,” but that’s for another day! Happy New Year to all my faithful blogees. Believe it or not we have been here for more than four years together watching dramatic changes in the economy, the market, the US [...]
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