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by Laura Anthony, Esq.

Reverse Mergers Hinge on Due Diligence and Cleaning Up Public Shells

When a publicly traded company “goes dark” and becomes delinquent in its filing requirements, it generally becomes a public shell and is no longer quoted on the Over the Counter Bulletin Board Exchange (OTCBB). However, with the assistance of an experienced securities attorney, the shell company can be restored so that a merger candidate can be introduced.

Some of the specific details that constitute the clean-up process include:

  • Reinstating the Company’s corporate charter and paying franchise taxes to the Company’s state of domicile, if necessary
  • Working with a PCOAB (Public Company Oversight Accounting Board) auditor to update all necessary financial statements and audits
  • Holding a shareholder meeting for purposes of electing directors and amending articles of incorporation and bylaws as necessary
  • Updating the Company’s articles of incorporation and bylaws to ensure they suit the needs of the successor Company
  • Conducting reverse splits of the Company’s outstanding shares of common stock in order to decrease the size of the outstanding common stock and increase the stock price.
  • Updating the Company’s SEC filings and/or drafting and filing a Registration Statement
  • Answering any outstanding SEC comments that were never satisfied by the Company’s former Officers and Directors
  • Installing a qualified Board of Directors and/or a skilled management team
  • Updating the Company’s corporate minute books and drafting any necessary board resolutions depending on the circumstance
  • The preparation and distribution of shareholder proxies and certain notices should a shareholder meeting be necessary to satisfy disclosure requirements and ensure the furtherance of the successor Company
  • Updating compliance procedures by drafting corporate compliance standards and implementing a code of ethics.
  • Educating the board of directors regarding the legal responsibilities of being control persons of a public company, including the duty of loyalty, conflict of interest and self dealing obligations, prohibitions against short-swing profits and reporting requirements under sections 13 and 16 of the Securities Exchange Act.
  • Drafting or updating an applicable business plan.
  • Filing a new 15c2-11 application or applying for an exemption thereto

The Author

Laura Anthony, Esq.
Founding Partner
Legal & Compliance, LLC
Corporate, Securities and Going Public Attorneys
LAnthony@LegalAndCompliance.com

Securities attorney Laura Anthony and her experienced legal team provides ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded issuers as well as private companies going public on the NASDAQ, NYSE MKT or over-the-counter market, such as the OTCQB and OTCQX. For nearly two decades Legal & Compliance, LLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, S-8 and S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; Regulation A/A+ offerings; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers, ; applications to and compliance with the corporate governance requirements of securities exchanges including NASDAQ and NYSE MKT; crowdfunding; corporate; and general contract and business transactions. Moreover, Ms. Anthony and her firm represents both target and acquiring companies in reverse mergers and forward mergers, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. Ms. Anthony’s legal team prepares the necessary documentation and assists in completing the requirements of federal and state securities laws and SROs such as FINRA and DTC for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the OTC Market’s top source for industry news, and the producer and host of LawCast.com, the securities law network. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Las Vegas, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.

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