Let’s say you are a small to medium sized mining company and you receive big news from the lab that has just confirmed your very favorable assay results.  Or, in the alternative, your company hit a huge vein and is pulling out truckloads of high grade metals.  By the time this favorable news hits the…

Why Reverse Mergers? Most people think “IPO” when they hear that a company is going public.[1]  A cheaper and faster alternative to the traditional IPO, however, is through a reverse merger. In a reverse merger, “the shareholders of the private company exchange their shares for a large majority of the shares of the public shell…

Going public can help companies raise vast sums of money in exchange for ownership of the actual company going public–through the sale of its equity securities. The only trouble is that the initial offering of these securities to the public, which is known as the initial public offering (IPO), can be quite complicated. Luckily, there…

In 2014, the SEC’s enforcement division brought 755 cases and collected an agency record $4.1 billion, Mary Jo White said at the Practicing Law Institute’s SEC Speaks conference. To put it in a year-over-year comparison, the SEC brought 686 enforcement actions in 2013, which resulted in $3.4 billion in disgorgement and penalties. Mary Jo White,…

SEC reporting requirements as the house attempts to ease the process. In January 2015, the House of Representatives passed H.R. 37 named the Promoting Job Creation and Reducing Small Business Burden Act. The bill, among other things, proposes to ease reporting obligations for emerging growth companies (“EGCs”) and small issuers generally. Emerging Growth Company status…

Tacking can be a complicated analysis and must be reviewed in light of all of the facts and circumstances. Generally, the “tacking” concept of Rule 144 permits a holder of restricted securities to aggregate the separate holding periods of prior owners of the restricted securities in order to satisfy the holder’s applicable holding period requirement….

NYTimes Dealbook is reporting that last Friday, when the city of Detroit sought approval to borrow $350 million from Barclays Capital to pay payroll and to pay off their interest rate swap counterparties* Judge Rhodes ignored the Bankruptcy Code’s “Safe Harbor” provisions and sent two bank lenders into a confidential mediation through Christmas Eve so that…

This from The Official Delaware State Corporate Law Blog: Historically, business planners structured corporate mergers using either a single step (i.e., a vote of the stockholders to approve the merger at a meeting called for that purpose) or two steps (i.e., a public tender by the buyer for the target’s shares, followed by a meeting…

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