In good markets or bad, reverse mergers play a key role for companies that want to avoid the IPO route for going public. Since the successful first edition of Reverse Mergers was published in 2006, the economic and regulatory landscape has changed. Executives, owners, lawyers, accountants, professional investors, regulators, and others need to know what those changes mean for reverse mergers. Reverse-merger expert David Feldman gives an overview of the most important changes since the previous edition was published: new SEC regulations, the changing nature of SPACs (Special-Purpose Acquisition Company), and the emergence of new instruments called WRASPs (WestPark Alternative Senior Exchange Process). The book includes a new chapter on China, and the “Experts Speak” chapter features all new interviewees. David Feldman is one of the country’s leading experts on reverse mergers, self-filings, and other alternatives to IPOs. His firm has guided hundreds of companies on going public, advising them on structure and mechanics, financing, due diligence, regulatory issues, and more.
About the Author
David N. Feldman, a preeminent securities attorney in the field of reverse mergers, is the founder and managing partner of Feldman Weinstein LLP, whose clientele includes public and private companies, investment banks, venture capital firms, and high-net-worth individuals. He is often quoted in the media and is a frequent public speaker and seminar leader. He received his JD from the University of Pennsylvania. Feldman lives in New York City. Steven Dresner is general partner of Strategic Alliance Capital, which specializes in investing through reverse mergers and PIPEs. He is the editor of the Bloomberg Press books The Issuer's Guide to PIPEs: New Markets, Deal Structures, and Global Opportunities for Private Investments in Public Equity (December 2009) and PIPEs: A Guide to Private Investments in Public Equity (2006).
Table of Contents
Introduction. 1 Why Go Public? PART ONE. THE BUSINESS OF REVERSE MERGERS. 2 IPOs Versus Reverse Mergers. 3 Shells and Deal Structures. 4 Introduction to Rule 419. 5 China: Land of the Panda, the Great Wall, and Reverse Mergers. 6 Financing. 7 Winning Market Support. 8 Shady Tactics. PART TWO. LEGAL ISSUES AND TRAPS FOR THE UNWARY 9 Deal Mechanics. 10 Due Diligence. 11 The Regulatory Regime. PART THREE. OTHER WAYS TO GO PUBLIC, MANUFACTURING SHELLS, AND CURRENT TRENDS. 12 Self-Filings and Other IPO Alternatives . 13 Special Purpose Acquisition Companies (SPACs). 14 Form 10 Shells. 15 The Experts Speak (Again): A Look Ahead. Glossary. Index.