The US is at risk of losing its edge as the world’s financial markets leader because of continued growth in Europe and Asia according to President George W Bush and Treasury Secretary Henry Paulson. With record profits, earnings and bonuses on Wall Street, it is hard to fathom that the party could be over. [...]

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SEC compliance, governance and risk management spending is projected to reach almost $30 billion in 2007, according to a recent survey performed by AMR.
AMR research is predicting that public corporations will spend $6 billion in 2007 to comply with Sarbanes-Oxley (SOX) accounting legislation. Sarbanes-Oxley spending will likely account for about 20 percent of overall compliance [...]

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Conditions for Closing on the Shell
I have listed some of the requirements necessary when closing on a Reverse Shell Merger.

Sufficient information to complete and file the required 8-K with the SEC.
Management information, including completion of the “Officer and Director Questionnaire,” for all Officers and Directors of the private company merging into the shell.
Buyer and Seller [...]

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One of the key elements of the Definitive Agreements is the Stock Purchase Agreement. I have listed below an example of an agreement that could be used in the transaction:
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made this March 10, 2007 by and among each of the parties set forth on Schedule [...]

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The Definitive Agreements
The Definitive Agreements address all of the areas that must be addressed and satisfied prior to closing. There are a multitude of agreements that must be prepared prior to closing. The agreements vary according to transaction. However, there are a number of items that must be addressed in the Definitive [...]

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LOI
The Letter of Intent (the “LOI”) sets forth certain understandings and agreements between the Buyer and Seller. The LOI is usually in the form of a Stock Purchase Agreement. The LOI will sets out the key terms of the acquisition of the Shares by the Buyer. The parties agree to negotiate and [...]

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The Due Diligence Information Request
A good Consultant will have a Due Diligence Information Request form for the Seller to fill out. This laundry list will cover the list of documents that the Buyers attorney is sure to ask for. Ventana Capital Partners uses an eleven page request form. The document request is [...]

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Reviewing the Financials
One of the first items on your due diligence list is to check the financials of the shell you are seeking to purchase. The financials listed below are for Shell Profile #2 that was outlined in Part 4 of this series.

The assets of Shell #2 are minimal so there will be no problem [...]

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