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.

This book 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 Companies), and the emergence of new instruments called WRASPs. The book includes a new chapter on China, and the “Experts Speak” chapter features all new interviewees.

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