LexisNexis® Legal Newsroom
Tip of the Week: Shells – The Clean, the Dirty and the Messy

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...

Humble Thoughts on Nasdaq Seasoning Proposal

At thesaurus.com, words like "color" and "enliven" are synonyms to the word "seasoning." Unfortunately I don't believe Nasdaq's extreme overreaction to a real, but relatively controlled issue, does either to the world of reverse mergers or the markets in general...

SEC-Submitted Comment to Nasdaq’s “Seasoning” Proposal for Reverse Merged Companies

In addition to the comment I provided to the NYSE Amex's proposal to require reverse merged companies to "season" by trading over-the-counter for a period before applying to uplist (with an exception for a large public offering), I also submitted the comment below with regard to Nasdaq's...

SEC Provides Guidance on “Super” Forms 8-K

The SEC's Division of Corporation Finance issued some guidance with the staff's observations in its reviews of "super" Forms 8-K filed following reverse mergers. As we know, in 2005 the SEC adopted a rule requiring the filing within four business days after a merger with a reporting...

Five Year SEC Ban for Reverse Merger Attorney

As if the reverse merger world needs another black eye, a previously well known attorney in the space agreed on Tuesday to stop practicing law before the Securities and Exchange Commission for five years. This results from an alleged improper opinion letter facilitating an alleged illegal public offering...

SEC Files Partially Settled Manipulation Action

The Commission brought another action centered on reverse mergers involving Chinese issuers. This action differs from earlier cases, however, since it focuses on the promoters who are charged with manipulating the shares rather than the companies. SEC v. Kelley, (D. N.J. Filed May 5, 2014). The action...