Virgin shells
Sad Thoughts About Seasoning – Part III
By David Feldman at 21 November, 2011, 2:41 pm
Who are the losers in the new seasoning requirements? 1. As we have now learned, SPACs that trade on the OTC Bulletin Board will be subject to seasoning. We will see if the major underwriters who raise money for SPACs will seek some adjustment in the rule. 2. Most of the “two-step” deals involving a [...]
Read More >>The SEC Reverse Merger Investor Bulletin: Balanced?
By David Feldman at 24 July, 2011, 5:54 pm
I have finally had the chance to actually sit and read the SEC’s vaunted “Investor Bulletin” on reverse mergers that came out last month. In recent years these bulletins have been seen more often. One warning folks about the retail foreign exchange market. Another on life settlements. A third explaining how say-on-pay works. Yet another on [...]
Read More >>Tip of the Week: Shells – The Clean, the Dirty and the Messy
By David Feldman at 21 February, 2011, 5:08 pm
The ideal shell is one that is squeaky clean: well-kept, organized and current records, with no history of unsavory behavior. These are not always easy to find. Form 10 shells are formed as blank check companies solely for the purpose of a reverse merger and generally are much less likely to raise these concerns. In [...]
Read More >>Tip of the Week: Does a Shell Need Shareholders?
By David Feldman at 24 January, 2011, 9:36 pm
The marketplace for shells generally deems its shareholder base as an asset. The more shareholders a shell has, the better. Why? Several reasons. First, in general the more shareholders the more likely it is that heavier trading will develop, so goes the theory. Second, the OTC Bulletin Board unofficially requires at least 35-40 unaffiliated shareholders, [...]
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 [...]
Read More >>Tip of the Week: Building a Shareholder Base
By David Feldman at 13 October, 2010, 10:43 am
I write from the Amtrak train heading to Washington for meetings at the SEC. Gives me a few minutes to catch up with you guys! I also want to thank all those who sent good wishes on my transition to Richardson & Patel, which has been going great. Now on to our tip of the [...]
Read More >>RM Crowd Heads North – Part II
By David Feldman at 6 July, 2010, 10:37 pm
While a large chunk of the RM Conference in Toronto focused on Canadian stuff, there was a good panel updating everyone on China. There continues to be a “flood” of financings for Chinese companies that look to be or already are trading in the US. Valuations have been compressing and slowing things a bit, with [...]
Read More >>Off to Toronto
By David Feldman at 23 June, 2010, 12:56 pm
As I mentioned here last week, I’m heading soon to Toronto to attend DealFlow Media’s annual Reverse Merger Conference which takes place June 29 and 30. The panel I am moderating is late on the 29th and is all about Form 10 shells. The bottom line that I believe our panel will relate: Form 10 [...]
Read More >>Deals are Back!
By David Feldman at 22 March, 2010, 5:35 am
This month’s Reverse Merger Report lets us know that deal volume in February hit an all-time monthly high of 31. The article also talks about the increase in the use of Form 10 shells in reverse merger deals, mentioning the reverse merger of Kobe Sport with a Form 10 shell that month (disclaimer: my law [...]
Read More >>Reverse Merger Report Touts Form 10 Shells
By David Feldman at 21 February, 2010, 12:28 pm
In the most recent issue of the Reverse Merger Report, the growing popularity of using Form 10 shells in reverse mergers of Chinese companies was reported. In particular, notes the article, some Chinese dealmakers are finding frustration with companies merging onto the OTC Bulletin Board. They feel that WestPark Capital’s WRASP structure, in which a [...]
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