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Reverse Mergers

Mintz - Securities & Capital Markets...

Recent SEC Rules and Guidance Impose New Obligations on SPACs and Reverse Mergers

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

Mintz - Securities & Capital Markets...

Frequently Asked Questions for Private Companies Considering a Reverse Merger

*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

Cooley LLP

Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

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In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down...more

Goodwin

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

Goodwin on

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

Bennett Jones LLP

Routes to the Public Markets in Canada: IPO, SPAC, CPC or RTO

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Much has been written about when a business should go public and the considerations that inform that choice. Assuming the decision to go public has been made, second in importance to that determination is how a private...more

Foley & Lardner LLP

Outlook for Reverse Mergers

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We have seen the IPO market stall, and the SPAC boom is now bust. So, what options are there for private companies looking to enter the public market in today’s economic climate? A transaction structured as a “reverse...more

WilmerHale

2023 IPO Report

WilmerHale on

US Market Review and Outlook - Stubbornly high inflation, rising interest rates and the lingering effects of the COVID-19 pandemic, combined with geopolitical tensions and concerns about the global economic outlook,...more

Cooley LLP

Life Sciences Reverse Mergers Go Global: Is it the Path for Your Company?

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With the US initial public offering markets continuing to remain largely closed, and special purpose acquisition company combinations being costly and complex, there’s a new kid in town for foreign companies looking to go...more

Orrick, Herrington & Sutcliffe LLP

Unwound: UK government orders reversal of semiconductor deal on national security grounds

The UK government has exercised its powers under the UK’s national security and investment regime to unwind Chinese-owned Nexperia’s acquisition of Newport Wafer Fab (“NWF”), a semiconductor wafer factory located in Newport,...more

Troutman Pepper

Going Public? For Life Sciences Companies, Pivoting in a Down Market

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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

Goodwin

SEC Proposes New Rules Applicable To SPACs And Certain Reverse Mergers

Goodwin on

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

Goodwin

SEC Proposes Rules to Include Certain Significant Market Participants as “Dealers” or “Government Securities Dealers”

Goodwin on

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

Fox Rothschild LLP

Defunct Delaware Corporation Cannot Be Used To Circumvent IPO Process

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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

Opportune LLP

Reverse Mergers: Valuation Considerations In This IPO Alternative

Opportune LLP on

Last year saw a record number of reverse merger transactions, with 398 reverse mergers valued at nearly $135 billion, according to figures tracked by Bloomberg Law. Although 2021 marked the first time that many of such...more

King & Spalding

Clinical Laboratory Agrees to Settlement with HHS for Potential HIPAA Security Rule Violations Despite Not Being Involved in Data...

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On May 25, 2021, HHS announced that Peachstate Health Management, LLC, doing business as AEON Clinical Laboratories (Peachstate), agreed to a $25,000 settlement and adoption of a comprehensive Corrective Action Plan for...more

Stinson - Corporate & Securities Law Blog

Delaware to Consider Public Policy of Assisting Shell Company Mergers

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

Opportune LLP

SPACs Are All The Rage, But Acquisition Concerns Loom

Opportune LLP on

SPACs, or so-called “blank check companies”, are an alternative and expedient route to going public, but the financial reporting, tax, and governance aspects of the SPAC’s future investments must be considered. Previously...more

McDermott Will & Emery

[Webinar] Are SPACs Right for Your Business? A Fireside Chat with SPAC Trailblazers DraftKings and Chardan Capital Markets -...

McDermott Will & Emery on

With 169 special purpose acquisition company (SPAC) initial public offerings (IPOs) and 102 SPAC mergers and counting this year, SPACs are hotter than ever. But are they right approach for your portfolio companies seeking...more

Mintz - Energy & Sustainability Viewpoints

Energy & Sustainability M&A Activity – November 2020

Recent M&A Activity: October 1, 2020: Smart Building Technologies was acquired by Fidelity Building Services Group for an undisclosed amount. Smart Building Technologies offers solutions for building automation systems by...more

Mayer Brown Free Writings + Perspectives

Comparing a Reverse Merger and a SPAC Business Combination

This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more

ArentFox Schiff

Indoor Farming Start-Up To Go Public Following Merger With SPAC

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SPAC transactions present an opportunity for accelerated growth in the AgTech industry, especially in capital-intensive businesses. On Tuesday, September 29, 2020, AppHarvest, a Kentucky-based indoor farming startup,...more

Opportune LLP

Valuation Considerations in Reverse Mergers

Opportune LLP on

The concept of a reverse merger, in short, holds that a privately held company acquires a publicly traded company. In so doing, the private company can gain access to public equity markets without going through the lengthy...more

Allen Matkins

Court Of Appeal Finds No Property Transfer In Reverse Triangular Merger

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Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment...more

Allen Matkins

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

Allen Matkins on

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

BCLP

Reverse Cross Border Merger Could Become Popular as UK Companies Restructure in Advance of Brexit

BCLP on

Reverse cross border mergers could become a popular device for UK companies seeking to maintain and preserve “passporting” or other EU rights. The mechanism of a reverse cross-border merger (in this context whereby a UK...more

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