Reverse Mergers and Self-Filings

Since as early as 1984, we have been effecting and counseling clients regarding reverse mergers as alternative means of going public.  It is critically important, however, that a client hire a competent law firm to conduct an independent comprehensive due diligence review of any particular reverse merger candidate or Alternative Public Offering (APO) transaction to avoid serious problems following the merger, including purchaser liability for undisclosed liabilities following the merger.

In addition, it is also important to undertake a legal analysis of whether or not a particular reverse merger candidate is or is not a “shell company” as defined by the Securities Exchange Commission rules and regulations.  A public company with no or nominal operations is likely to be treated as a “shell company” whether or not it has “checked the box” that it is a shell company in its SEC filings. The danger for an unsuspecting client is that there are public companies being offered for sale as reverse merger candidates which in fact appear to be undisclosed shell companies because they have no discernible business operations.

We are known nationwide for our expertise in self-filing registration statements, which avoid the pitfalls of reverse merger transactions, whereby a company essentially takes itself public through a S-1 registration statement, and we offer competitive flat fees, which cover all the legal work required to effect a client’s self-registration and OTC-BB listing, from the inception of the company through SEC effectiveness and issuance of the Company trading symbol.