Written for CEOs, CFOs, and the investment bankers, lawyers, and auditors who advise them, this is the first book to explain how reverse mergers work, from the business and legal points of view.
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Book Description
Editorial Reviews
About the Author
David N. Feldman is one of the country's leading experts on reverse mergers, self-filings, and other alternatives to initial public offerings. He is the founder and managing partner of Feldman Weinstein & Smith LLP in New York with a staff of twenty-three attorneys. The firm has advised hundreds of companies on how to go public, whether by reverse merger or other means. Feldman, a securities lawyer, is a frequent public speaker, seminar leader, and counsel on issues related to the implementation of these transactions. He recieved a BS in economics from the Wharton School of Business at the University of Pennsylvania and his JD from the University of Pennsylvania Law School. Feldman is chairman emeritus of the Wharton School's alumni association.
Steven Dresner is the founder of VCOM Corporation, a telecommunications technology firm, and more recently, DealFlow Media Inc., publisher of The PIPEs Report, The Secured Debt Report, and The Reverse Merger Report. Dresner currently serves as a general partner of Strategic Alliance Fund LP, a specialty investment vehicle. He is also coauthor and editor of PIPEs: A Guide to Private Investments in Public Equities--Revised and Updated Edition (Bloomberg Press, 2005). Dresner has a BS in psychology from the George Washington University, an MBA in finance, and a graduate degree in computer communications and networks from Pace University.
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Most Helpful Customer Reviews
4 of 4 people found the following review helpful:
5.0 out of 5 stars
Professional manual for reverse mergers,
This review is from: Reverse Mergers: Taking a Company Public Without an IPO (Hardcover)
Only a few years ago, it seemed that nearly every company was going public with an IPO. Now many quality companies are locked out of the IPO market, but companies have other ways to go public. One of the most popular paths is a "reverse merger." In this transaction, your private company merges into a public company (often a "shell") and controls it, giving you a public stock with which to raise capital. This may sound shady, but it's not: many well-known companies have gone public through reverse mergers, including Warren Buffett's Berkshire Hathaway, Turner Broadcasting System, Occidental Petroleum and Blockbuster Entertainment. Experienced Wall Street securities attorney David N. Feldman takes you through the reverse merger process in detail. The book is wonderfully clear and thorough, and should become the definitive textbook on reverse mergers. It is, however, a dry read. A profusion of technical rules and especially acronyms (SPAC, SOX, Form 10-B, Rule 419, Regulation A, SB-2, PIPE) make the book slightly MEGO (My Eyes Glaze Over) for the uninitiated - but then, they are not its target audience. We enthusiastically recommend this book to sophisticated investors, lawyers, accountants, investment bankers and executives who want all the details on this increasingly popular financing technique.
4 of 4 people found the following review helpful:
5.0 out of 5 stars
This book changed my life!!!,
By
This review is from: Reverse Mergers: Taking a Company Public Without an IPO (Hardcover)
Well, maybe it didn't exactly change my life, but it gave my law firm a new direction. My firm specializes in strategic transactions - initial public offerings, private placements, mergers & acquisitions - but we had steered clear of reverse mergers because of the uncertainty and confusion. Feldman and Dresner cleared up that confusion we now offer reverse mergers as part of our services.This book showed the mechanics of structuring a reverse merger, how to create shell corporations and guidelines on financing. It covers due diligence, securities filings and and plenty of mistakes to avoid. Whether you're an attorney, accountant, investment banker, business owner or private investor, this book will offer you an new strategy for growth and finance by way of reverse mergers.
2 of 2 people found the following review helpful:
4.0 out of 5 stars
Reverse Mergers made easy,
By
This review is from: Reverse Mergers: Taking a Company Public Without an IPO (Hardcover)
With this book, David Feldman takes the mystery out of reverse mergers. Going public via an APO (alternative public offering) is a legitimate way to take a micro-cap company public while raising the necessary funds to grow the business. His strategies and insights, written in plain English, are invaluable for any CEO/CFO who is contemplating a reverse merger, especially after the recent SEC rulings. I would, however, caution that the book is not a do-it-yourself "how-to-guide" but rather a starting point to get acquainted with the reverse merger process. My biggest take-away is to make sure you bring in a capable and experienced team of advisers to make the reverse merger process a seamless transaction.
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Front Cover | Front Flap | Table of Contents | First Pages | Index | Back Flap | Back Cover | Surprise Me!
Inside This Book
(learn more)
First Sentence:
Recently, Wall Street has discovered that there are more ways to go public than through the traditional initial public offering (IPO), making it easier for more companies to reap the benefits of public status. Read the first page Key Phrases - Statistically Improbable Phrases (SIPs): (learn more)
nontrading shell, reverse merger technique, purpose acquisition companies, purpose acquisition company, contemporaneous financing, public shell company, shell founders, resale registration, blank check companies, messy shell, reverse mergers, blank check company, reporting shell, shell mergers, trading shells, effective sixty days, gifted shares, shell owners, smaller public companies, public shells, merger proxy, full disclosure document, reverse triangular merger, shell operator, reverse stock split Key Phrases - Capitalized Phrases (CAPs): (learn more)
Bulletin Board, Wall Street, Pink Sheets, Exchange Act, Securities Act, United States, Shell Shocked, American Stock Exchange, New York Stock Exchange, National Association of Securities Dealers, Tim Keating, Deal Mechanics, Goodison Steel Holdings, The Experts Speak New!
Books on Related Topics | Concordance | Text Stats Browse Sample Pages:
Front Cover | Front Flap | Table of Contents | First Pages | Index | Back Flap | Back Cover | Surprise Me!
Recently, Wall Street has discovered that there are more ways to go public than through the traditional initial public offering (IPO), making it easier for more companies to reap the benefits of public status. Read the first page Key Phrases - Statistically Improbable Phrases (SIPs): (learn more)
nontrading shell, reverse merger technique, purpose acquisition companies, purpose acquisition company, contemporaneous financing, public shell company, shell founders, resale registration, blank check companies, messy shell, reverse mergers, blank check company, reporting shell, shell mergers, trading shells, effective sixty days, gifted shares, shell owners, smaller public companies, public shells, merger proxy, full disclosure document, reverse triangular merger, shell operator, reverse stock split Key Phrases - Capitalized Phrases (CAPs): (learn more)
Bulletin Board, Wall Street, Pink Sheets, Exchange Act, Securities Act, United States, Shell Shocked, American Stock Exchange, New York Stock Exchange, National Association of Securities Dealers, Tim Keating, Deal Mechanics, Goodison Steel Holdings, The Experts Speak New!
Books on Related Topics | Concordance | Text Stats Browse Sample Pages:
Front Cover | Front Flap | Table of Contents | First Pages | Index | Back Flap | Back Cover | Surprise Me!
Citations (learn more)
This book cites 3
books:
- PIPEs: A Guide to Private Investments in Public Equity: Revised and Updated Edition (Bloomberg Financial) by Steven Dresner in Front Matter (1), Front Matter (2), and Back Matter
- Assistant Director (Welfare) (Career Examination Series, C-1802) by Jack Rudman in Back Matter
- The New Investor Relations: Expert Perspectives on the State of the Art by Benjamin Mark Cole in Front Matter
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