Words of Wisdom

Category Archives: M&A Issues

Subscribe to M&A Issues RSS Feed

Pre-Halloween Horror Special — The First 10-Q for a Newly Public Company and Reverse Mergers

In this installment we tackle two topics that, while not at the level of shockers such as the Texas Chain Saw Massacre, can still send chills down the spine — namely, the sudden arrival of a newly public company’s first 10-Q, and the prospect of a reverse merger into a public company shell.… Continue Reading

Your Guide to Rule 3-05 of Regulation S-X, Part 4

We’ve spent the last few weeks considering whether So-Crates, Inc. will be required under Regulation S-X Rule 3-05 to include separate financials for its recently acquired subsidiary in its new registration statement. We’ve also considered the requirements to include pro forma financial information under S-X Article 11.… Continue Reading

When are Separate Financial Statements of Acquired Businesses Needed? Your Guide to Rule 3-05 of Regulation S-X, Part 1

So-Crates, Inc. is at it again, this time pulling off a major M&A deal. The company’s GC, Bill S. Preston, Esquire and its CFO “Ted” Theodore Logan, call to tell you that the company will finance the acquisition with a shelf take-down. They want to know what financial statements will be required in the prospectus, … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 3

In the previous two weeks, we advised our client Kenny Rogers on the legal framework of launching a tender offer for Anglo Freedonian Mining SA, a foreign private issuer trading in London.  The long arm of the U.S. securities law regulates cross-border tender offers, and last week we discussed the Tier I exemption.  This week, … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 2

Last week, we advised our client Kenny Rogers on the legal framework of launching a tender offer for Anglo Freedonian Mining SA, a foreign private issuer trading in London.  The long arm of the U.S. securities law regulates cross-border tender offers, although the Tier I and Tier II exemptions in Rules 14d-1(c) and (d) of … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 1

It is 2:43 AM and you are out drinkin’ in some honky-tonk.  Your cell phone rings.  It is your good client, Kenny Rogers.  “I’m in Freedonia,” Kenny’s sonorous voice booms, “and my people are doing diligence on Anglo Freedonian Mining SA.  The numbers look good.  We want to launch a tender offer ASAP.”  Despite the … Continue Reading

The Curious Case of How to Resell Securities Obtained in an M&A Transaction–Rules 144 and 145

We recently addressed revised Rule 144 in the context of when legends could be removed from restricted securities held by non-affiliates in the absence of an actual resale (i.e., the question when the issuer can instruct the transfer agent to remove restricted legends). Today, we discuss a different issue under revised Rule 144 and related … Continue Reading
LexBlog