Tip of the Week
Tip of the Week: Choosing the Right Auditing Firm
By David Feldman at 20 April, 2010, 5:55 am
If you are going public and your financial statements have never been audited by an independent accounting firm, in most cases you have to hire a firm to perform this audit. Usually it covers the last two full fiscal years. The auditing firm must be both registered with the US Public Company Accounting Oversight Board [...]
Read More >>Tip of the Week: Derivatives in Shells
By David Feldman at 13 April, 2010, 6:08 am
Sometimes a shell contains previously issued options, warrants or other securities that have the right to convert or exercise into common stock. These “derivative” securities have many valuable purposes in normal operating businesses. Typically these securities are exercisable or convertible at a price that is much higher than the stock is trading at on the [...]
Read More >>Tip of the Week: Knowing the Pros and Cons of Reverse Mergers vs. IPOs
By David Feldman at 30 March, 2010, 10:28 am
To those who just recently started following reverse mergers, I think it is a timely opportunity to rehash why reverse mergers or other alternatives such as self-filings can be a better option than the traditional initial public offering (IPO). Let me briefly illustrate why a small to middle market company would seek out this option. [...]
Read More >>Tip of the Week: Financing in Reverse Mergers
By David Feldman at 16 March, 2010, 1:58 pm
Generally speaking, financing is easier to obtain when a company goes public because investors are seeking an opportunity for liquidity. Although it is difficult to overstate the importance of financing as regards reverse mergers, about half of these mergers, in recent years, involve no financing whatsoever. This does not imply that there is no intention [...]
Read More >>Tip of the Week: Don't Forget Good Standing!
By David Feldman at 9 March, 2010, 3:14 pm
Sometimes when corporations enter into important transactions the parties neglect to confirm that the corporation is current and in “good standing” in its jurisdiction of incorporation. Too many times this is assumed, or reliance is made on a certificate of good standing that is not current. A corporation that is not in good standing might not [...]
Read More >>Tip of the Week: Using a Foreign Audit Firm? PCAOB Registration May Not Be Enough
By David Feldman at 26 February, 2010, 8:11 pm
Many folks don’t realize that if a company that is public or going public uses a foreign auditing firm, even if that firm is registered with the US Public Company Accounting Oversight Board (“PCAOB”), if that firm has never filed anything with the SEC, the Commission staff first will require the firm to demonstrate its expertise, competency [...]
Read More >>Tip of the Week: How Long Does it Take? Part III
By David Feldman at 15 February, 2010, 2:58 pm
New potential clients pondering a reverse merger or self-filing always ask, understandably, how long does the process take to get my company public? How long to get trading? How long until real trading commences? I broke this down into three responses. We talked first about how long the process can take simply to be able [...]
Read More >>Tip of the Week: How Long Does it Take? Part II
By David Feldman at 11 February, 2010, 7:49 pm
New potential clients pondering a reverse merger or self-filing always ask, understandably, how long does the process take to get my company public? How long to get trading? How long until real trading commences? I broke this down into three responses. We talked first about how long the process can take simply to be able [...]
Read More >>Tip of the Week: How Long Does it Take? Part I
By David Feldman at 9 February, 2010, 7:21 am
New potential clients pondering a reverse merger or self-filing always ask, understandably, how long does the process take to get my company public? How long to get trading? How long until real trading commences? I’ve decided to break this down into three responses. Let’s talk first about how long the process can take simply to [...]
Read More >>Tip of the Week: Market Downturn? Reverse Mergers Shine
By David Feldman at 5 February, 2010, 7:14 am
In the wake of the cataclysmic 2008-2009 market meltdown, we sometimes forget the history of reverse mergers and IPO alternatives. As a correction in the current market rally appears to be hitting, some players have increasing concern about completing APOs. Of course markets heading up are better than the alternative for most investors. However, for [...]
Read More >>
