Reverse Merger Attorney

The Alternative to the Initial Public Offering: Reverse Mergers


The reverse merger procedure will often involve a simple acquisition of a shell company, with shares of a private company used as consideration. The shell company, which at one point may have been an active company publicly traded on a stock exchange, issues shares to the shareholders of a private company sufficient to give those shareholders a majority interest in the shell company, thereby effectively taking the private company public without the usual costs associated with an initial public offering, and giving shareholders of the private company control over the shell company. It should be noted that the shell company in the reverse acquisition is often a formerly active company, not one created solely to be a shell.

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We Work as Part of a Team of Professionals

We have represented both private companies and public issuers in reverse mergers and other alternatives to the IPO.  Our firm works closely with PCAOB auditors, public shell buyers, transfer agents, and other attorneys to ensure that the final product is a company which is current in its reporting.

We Handle Due Diligence for Microcap M&A

In many cases, we have counseled entrepreneurs during their search for a suitable public vehicle, and have handled the due diligence process which involves researching not only the share structure of the vehicle, but also the debt and other liabilities, which are often not shown in SEC or OTCMarkets filings.

We Help Restructure and Repair Microcap Public Vehicles

Sometimes good quality vehicles are behind in their filings due to the administrative burden and cost of audits.  In these cases, we have worked with PCAOB audit firms to either bring the audits of the Pubco current, or have assisted management with filing their Form 15 in order to begin reporting as a Pink Sheet on OTCMarkets.com through the Alternate Reporting Standards.

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