On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more
*This piece appears in PitchBook’s 2023 Annual US VC Valuations Report. We believe this is the wrong question—we view a reverse merger as "going public" during your cross-over round, rather than as an alternative to an IPO...more
The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more
As part of their growth strategy, private biotech and pharmaceutical companies often seek to raise capital through initial public offerings (IPOs). In addition to raising capital, an IPO can give a life sciences company a...more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more
In This Issue. The U.S. Securities and Exchange Commission (SEC) proposed rules to include certain significant market participants as “dealers” or “government securities dealers” to essentially eliminate the trader exclusion...more
The Court of Chancery recently denied a petition to appoint a custodian for a defunct Delaware corporation under 8 Del. C. § 226(a)(3) because the petitioner sought to use the company as a blank check company. In In re Forum...more
In re Forum Mobile, Inc. considers petitioner Synergy Management Group LLC’s request for the appointment of its President to be custodian of Forum Mobile, Inc. under Section 226(a)(3) of the Delaware General Corporation Law,...more
Pump- and-dump schemes keyed to microcap stocks seem to be the flavor of the week. On Friday the mastermind of an international market manipulation scheme was sentenced to serve 18 years in prison. U.S. v. Gallison,...more
The SEC brought another case tied to Chinese reverse mergers. This one differs from many earlier actions which focused on the company and or the executives. This action names as defendants one broker-dealer and two of its...more
On May 5, the Securities and Exchange Commission brought charges in the US District Court for the District of New Jersey against a Toronto-based consultant and four associates for running a scheme to illegally reap millions...more
In this issue: - FINRA Proposes to Amend Rule 11892 - SEC Approves FINRA Rule Change to Limit Self-Trading - FATCA Transitional Relief and Extension of Time for the Implementation of New Account...more
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...more
On October 8, the New York Stock Exchange proposed an amendment to Section 802.01B of the NYSE Listed Company Manual that would apply the same financial compliance standards for continued listing on the NYSE to all operating...more
In this issue: - SEC Launches Public Website for Analyzing Exchange Data - New York Stock Exchange Proposes New Rules to Harmonize Quantitative Continued Listing Standards and Modify Reverse Merger Listing...more
Comity among US and Chinese regulators may top this New Year’s wish list for United States-listed companies in China. After a failed six-month pursuit of a diplomatic solution, the SEC revived its federal court petition to...more