Tip of the Week

Tip of the Week: How Long Does it Take? Part I

By 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 [...]

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Tip of the Week: Market Downturn? Reverse Mergers Shine

By 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 [...]

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Tip of the Week: Are Non-Reporting Shells Better? Sometimes…

By at 6 January, 2010, 7:34 am

I am often asked why most players in the RM world prefer shells that are fully reporting with the SEC. They point to the fact that non-reporting shells do not have to file Schedule 14f-1 when a reverse merger change of control is contemplated, they do not have to file the “super” Form 8-K which [...]

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Tip of the Week: Do an IPO if You Can?

By at 15 November, 2009, 12:19 pm

The IPO market is beginning to wake up. Several smaller underwriters are beginning to work on new issues for companies in the size range of some reverse mergers and self-filings. Is an IPO preferable to alternatives if available? I am asked this all the time. The answer: typical lawyer am I – it depends. The [...]

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Tip of the Week: Value of Nasdaq or NYSE Amex Shell?

By at 29 October, 2009, 6:21 am

Occassionally a client comes to my office excited that they have found a shell listed on Nasdaq or the NYSE Amex. It saves a step they say, because they can complete a reverse merger and be immediately listed on the major exchange. In fact, the benefit is not as substantial as one thinks, and it [...]

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Tip of the Week: Pick the Right Auditors!

By at 15 October, 2009, 6:08 am

Whether setting up a shell company utilizing SEC Form 10 or an operating company completing a reverse merger or self-filing, a critical member of the team are the auditors representing the company. Choosing the right auditors is not always easy. Some compete almost entirely on price. Others boast expertise in the industry in question. If a [...]

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Tip of the Week: Due Diligence is Critical!

By at 6 October, 2009, 5:52 am

Whether you are a private company seeking to merge with a shell, or a shell company looking to find a private company, proper review of the other party’s legal, financial and business background is critically important. It can be done efficiently, but never cut corners when it comes to due diligence review. Here’s just a [...]

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Tip of the Week: Shells With Cash

By at 25 September, 2009, 6:08 am

Lately I have been asked increasingly about shells with cash. Especially now with the capital markets still challenging, especially for financings of going public transactions, it seems logical to try to find a shell company that can also provide a built-in ability to raise capital. No worries about whether the investment bank you hire can [...]

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Tip of the Week: What of the Remaining SPACs?

By at 27 August, 2009, 5:59 am

Unfortunately, it is difficult to complete a reverse merger transaction with those SPACs (special purpose acquisition companies) that have gone public, have money and are running out of time to complete a transaction under their rules. Why? Well I got the answer recently from a contact who owns several SPACs. I had a client determined to [...]

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Tip of the Week: Investing in Shell Stocks

By at 12 August, 2009, 6:52 am

A client recently asked if he should consider buying the publicly trading stocks of shell companies. After all, he pointed out, anyone who put money into the shell that became CKX, Inc., now the owner of American Idol and rights to Elvis and Muhammad Ali, at the time Bob Sillerman bought the shell, made about [...]

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