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