A Trusted Law Firm in Reverse Merger
Over the years, our firm has been one of the most successful law firms in the reverse merger field, having completed over 250 reverse merger transactions in the past 22 years. ANTHONY, LINDER & CACOMANOLIS, PLLC represents both the target company and the listed dummy company.
While most reverse merger transactions involve publicly traded dummy companies on the over-the-counter market, our firm also has extensive experience in reverse merger transactions on Nasdaq and NYSE/NYSE American. Importantly, the circumstances surrounding Reverse Merger have changed dramatically over time.
Our experience includes preparing basic merger-related documents such as merger agreements and share exchange agreements, as well as handling S-4 forms, 14A proxy statements or 14C disclosure statements, 14F forms for director changes, and Super 8-This goes beyond preparing SEC filings such as closing for K. We also understand what is necessary for success after closing.
In today’s environment, it is extremely important to conduct thorough due diligence for public shell companies to ensure that future corporate activities such as name changes or share mergers can pass the rigorous review process of FINRA (Financial Regulatory Authority). For more details on FINRA’s review of corporate activities, please see this blog post.
Managing the Migration Process
For listed companies that provide alternative reporting to OTC Markets, we support a smooth transition and support compliance with OTC Markets’ notification rules regarding changes in control.
We ensure that newly appointed officers, directors, and controlling shareholders are not surprised by background checks and proprietary due diligence conducted by OTC Markets, ensuring they meet expectations.
After the shell merger of OTC Markets, many companies are aiming to go public, and we are here to assist with that. For details on listings, including the seasoning rules of Nasdaq and NYSE, please refer to the listing page.
Reverse Merger with a Publicly Traded Company
When conducting a reverse merger with an exchange-listed company, participants must understand and comply with specific rules of the exchange (Nasdaq or NYSE/NYSE American). Post-merger companies must reapply for listing on exchanges and meet stricter initial listing requirements rather than continuing listing requirements.
In practice, exchange-listed companies face many challenges when seeking or considering reverse merger transactions. To meet the initial listing requirements, capital restructuring such as share consolidation or capital increase may be necessary.
Furthermore, shareholder voting rules apply on the Nasdaq and New York Stock Exchange when existing shareholders are diluted or control changes by more than 20%.
Advantages and Disadvantages of Reverse Mergers
The main advantage of reverse mergers is time. Companies can complete reverse merger transactions quickly and efficiently.
Main Disadvantages
- Unlike IPOs where capital raising is not included, reverse mergers do not provide automatic funding.
- Hidden liability risks: There may be past issues in the public shell.
- Higher costs than expected: Legal, accounting, and shell acquisition expenses can be quite expensive.
While these challenges exist, with proper guidance and due diligence, it is possible to effectively manage obstacles. Our experienced legal team will support you throughout the entire process.
Consult with an Experienced Reverse Merger Specialist Attorney Today
Take the first step toward success with Reverse Merger. The experienced team at ANTHONY, LINDER & CACOMANOLIS, PLLC will smoothly navigate complex procedures and support you in achieving your business goals.
To make a reservation for a consultation, please contact us by phone 877-541-3263 or through the inquiry form.