Everything you need to know about Reverse Shell Mergers by Ralph Amato
There are several ways a company can choose to go public. However, before we discuss the choices we have to examine the company. The first area to examine is the size of your company. By that I mean the company’s revenues and pre-tax profits also referred to as EBITDA (earnings before interest, taxes, depreciation and [...]
Roy E. Bertolatus
Texas Lawyer
May 8, 2007
Private investment in public equity (PIPE) transactions involves a private placement of securities by an already-public company, with the issuer committing to register the securities for resale promptly after the private placement is completed. Although variations exist, in the most standard PIPE transaction the investors in the private placement [...]
LOS ANGELES–(BUSINESS WIRE)–Small businesses will have cheaper access to capital because this proposed change will vastly improve the liquidity of restricted stock, said securities law expert Nimish Patel, in reaction to today’s proposed changes to Rules 144 and 145 by the Securities and Exchange Commission.
If a proposed change in Rule 144 is approved, stockholders in [...]
FOR IMMEDIATE RELEASE
2007-101
Washington, D.C., May 23, 2007 — The Securities and Exchange Commission today unanimously approved interpretive guidance to help public companies strengthen their internal control over financial reporting while reducing unnecessary costs, particularly at smaller companies. The new guidance will enhance compliance under Section 404 of the Sarbanes-Oxley Act of 2002 by focusing company [...]
On May 23rd the SEC is going to consider approving certain proposals recommended by the SEC Advisory Committee on Smaller Public Companies. The proposals are intended to ease some of the burden under Section 404 of SOX.
The actual agenda from the SEC website:
“The Commission will consider a number of rule proposals addressing the [...]
I have been dealing with consultants and attorney’s for Chinese Buyers for about a year now and the consensus is that “they don’t get it” when it comes to purchasing an OTCBB shell. Now I know this partially due to cultural differences but someone needs to explain to them how the system works. [...]
I have not seen a better time to buy an OTCBB shell than now. There are a number of shells to choose from and the prices have dropped approximately $100K from their previous highs for shells that are delivering 51% to 80%. Usually, I am constantly seeking qualified shells for my Buyers but [...]
So far this year the supply side of OTCBB shells has been robust. There appears to be a softening in the marketplace that has taken place in the first four months of this year. I attribute this partly to the confusion regarding the SEC’s new stance on rule 415 and its effect on PIPE financings [...]
Recently, my company, Ventana Capital Partners, has been involved with two companies that are seeking to go public through a reverse shell merger to implement a roll-up strategy of their respective industries. Both of these industries are definitely not “flourishing” and in both cases the industries are staged for a full scale consolidation where only [...]
What is a Roll-Up
A roll up is the consolidation of several small businesses under one roof, usually through a publicly held holding company. The concept works extremely well with mom and pop business owners. The roll-up strategy can be very successful if you have capable management steering the ship and an industry where the [...]
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