Tip of the Week: Knowing the Pros and Cons of Reverse Mergers vs. IPOs 2

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.   ...

Tip of the Week: Financing in Reverse Mergers

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 ...

Tip of the Week: Post-Merger Registration 2

Life used to be so simple.  Before the summer of 2005, companies merged with shells, after which any shareholders holding restricted, or untradable shares, would register their shares for resale and be able to sell them in a matter of a few months.  Sometimes, this registration encompassed almost all the shares outstanding in the merged ...

Tip of the Week: Watch Out for Time Pressure

A common practice with problem partners or shell owners involves insisting a deal must be consummated quickly.  In too many cases, the shell operator pressures a private company’s principal to ignore his attorney’s entreaties to ensure that full due diligence is completed.  “We have another candidate for the shell,” or “You know our shell is ...

Tip of the Week: Time and Money

Some of the issues that arise in the deal-making process relate to timing.  A desire to complete a financing prior to the reverse merger creates disclosure, valuation, and structuring challenges.  In these instances I try to encourage clients to wait and complete the transaction in the name of the public entity either at closing or ...

Ads Make it to the Homepage of the New York Times

It finally happened. With newspapers constantly seeking out methods to combat a combination of subscription decreases and declines in overall ad spending, the New York Times announced today that it has begun offering ad placements on its front page below the fold. CBS was the first to appear with a campaign that debuted today. High ...

Economic Chill May Open New Employment Doors

Directly testing the chill economic waters, more than 150 MIT School of Management MBA students embark on their annual “Tech Treks” this week, heading for Silicon Valley, Seattle and Boston in search of jobs, contacts, and new doors to open. In what may be a sign of the times, some larger companies, such as Google, ...

Traditional Media Sparks Word of Mouth

With the current media shift towards digital media such as Internet and mobile devices, I thought it would be interesting to discuss what the industry experts had to say.  A new research study fielded among nearly 1,000 digital influencers demonstrates that traditional and online media are both important sources when it comes to sharing news. ...

Shareholder Class Action Filings To Highest Level in 6 Years

The ongoing credit crisis and turmoil in the financial sector have fueled a major surge in securities class action litigation in 2008, according to a new study from NERA Economic Consulting. Filings are projected to reach 267 by year’s end, which would represent a 37% increase over 2007 and the largest annual total since 2002. ...

A Bright Spot for the Economy – Smaller Businesses' E-Commerce 3

No doubt you’ve heard countless reports regarding online retail sales, however one sector of the industry has not garnered the same amount of press as the traditional Fortune 500 companies: small businesses.  Considering that the long-tail makes up a considerable portion of the economic well-being, I thought this was an important statistic to follow.  Thankfully ...