David N. Feldman & Steven Dresner 
Reverse Mergers 
And Other Alternatives to Traditional IPOs

In good markets or bad, reverse mergers play a key role for
companies that want to avoid the IPO route for going public. Since
the successful first edition of Reverse Mergers was
published in 2006, the economic and regulatory landscape has
changed. Executives, owners, lawyers, accountants, professional
investors, regulators, and others need to know what those changes
mean for reverse mergers.

Reverse-merger expert David Feldman gives an overview of the most
important changes since the previous edition was published: new SEC
regulations, the changing nature of SPACs (Special-Purpose
Acquisition Company), and the emergence of new instruments called
WRASPs (West Park Alternative Senior Exchange Process). The book
includes a new chapter on China, and the ‘Experts
Speak’ chapter features all new interviewees.

David Feldman is one of the country’s leading experts on
reverse mergers, self-filings, and other alternatives to IPOs. His
firm has guided hundreds of companies on going public, advising
them on structure and mechanics, financing, due diligence,
regulatory issues, and more.

Cuprins

Introduction.

1 Why Go Public?

PART ONE. THE BUSINESS OF REVERSE MERGERS.



2 IPOs Versus Reverse Mergers.

3 Shells and Deal Structures.

4 Introduction to Rule 419.

5 China: Land of the Panda, the Great Wall, and Reverse Mergers.


6 Financing.

7 Winning Market Support.

8 Shady Tactics.

PART TWO. LEGAL ISSUES AND TRAPS FOR THE UNWARY

9 Deal Mechanics.

10 Due Diligence.

11 The Regulatory Regime.

PART THREE. OTHER WAYS TO GO PUBLIC, MANUFACTURING SHELLS, AND
CURRENT TRENDS.

12 Self-Filings and Other IPO Alternatives
.

13 Special Purpose Acquisition Companies (SPACs).

14 Form 10 Shells.

15 The Experts Speak (Again): A Look Ahead.


Glossary.

Index.

Despre autor

David N. Feldman, a preeminent securities attorney in the
field of reverse mergers, is the founder and managing partner of
Feldman Weinstein LLP, whose clientele includes public and private
companies, investment banks, venture capital firms, and
high-net-worth individuals. He is often quoted in the media and is
a frequent public speaker and seminar leader. He received his JD
from the University of Pennsylvania. Feldman lives in New York
City.

Steven Dresner is general partner of Strategic Alliance
Capital, which specializes in investing through reverse mergers and
PIPEs. He is the editor of the Bloomberg Press books
The Issuer’s Guide to PIPEs: New Markets, Deal Structures, and
Global Opportunities for Private Investments in Public Equity
(December 2009) and PIPEs: A Guide to Private Investments in
Public Equity (2006).