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Monday, June 13, 2011
Breakfast, Registration & Networking
8:30 - 9:30 AM
8:30 - 9:30 AM
Deal Terms, Pricing, and Analysis from DealFlow Media's Reverse Merger Database
9:30 - 9:50 AM
This session presents data from DealFlow Media's proprietary Reverse Merger Database. We'll explore the data behind the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, DealFlow Media
9:30 - 9:50 AM
This session presents data from DealFlow Media's proprietary Reverse Merger Database. We'll explore the data behind the current trends driving the reverse merger and alternative IPO market including deal mechanics and financing terms.
SPEAKER: BRETT GOETSCHIUS, DealFlow Media
Regulatory Update: SEC Investigations & Congressional Hearings on Chinese Reverse Mergers
9:55 - 10:45 AM
Regulatory agencies are taking a long, hard look at the Chinese reverse-merger industry and the service providers that cater to the market. How could ongoing Securities and Exchange Commission investigations shape the future of the market? Could Congress launch its own investigation? How are the SEC and the Public Company Accounting Oversight Board working together to combat fraud in the market and protect investors? The session separates the politics from the reality and gauges possible impacts on the marketplace.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS:
9:55 - 10:45 AM
Regulatory agencies are taking a long, hard look at the Chinese reverse-merger industry and the service providers that cater to the market. How could ongoing Securities and Exchange Commission investigations shape the future of the market? Could Congress launch its own investigation? How are the SEC and the Public Company Accounting Oversight Board working together to combat fraud in the market and protect investors? The session separates the politics from the reality and gauges possible impacts on the marketplace.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS:
- MIMI JUSTICE, Deloitte Financial Advisory Services
- VERONICA RENDON, Arnold & Porter
- HOWARD PRIVETTE, Paul, Hastings, Janofsky & Walker
NETWORKING BREAK
10:45 - 11:10 AM
10:45 - 11:10 AM
Reverse Mergers: Still an Assured Route to the Public Markets? Why Reverse Mergers Remain a Cost-effective (and Efficient) Path to Getting Public
11:10 - 12:00 PM
Reverse Mergers are not dead, and companies are still lining up to go public via IPOs. As the broader equity markets have strengthened, the initial public offering market has gained momentum and more companies are seeking to list on exchanges than any time since 2000. But traditional offerings are still mostly out of reach for smaller companies and out-of-favor industries looking to gain capital to grow. Reverse mergers continue to be an efficient and cost-effective method to access the public markets for companies orphaned by large investment banks. This session explains why Reverse Mergers are likely here to stay.
MODERATOR: ADAM GOTTBETTER, Gottbetter & Partners
PANELISTS:
11:10 - 12:00 PM
Reverse Mergers are not dead, and companies are still lining up to go public via IPOs. As the broader equity markets have strengthened, the initial public offering market has gained momentum and more companies are seeking to list on exchanges than any time since 2000. But traditional offerings are still mostly out of reach for smaller companies and out-of-favor industries looking to gain capital to grow. Reverse mergers continue to be an efficient and cost-effective method to access the public markets for companies orphaned by large investment banks. This session explains why Reverse Mergers are likely here to stay.
MODERATOR: ADAM GOTTBETTER, Gottbetter & Partners
PANELISTS:
- ALAN DONENFELD, Paragon Capital
- DAVID FELDMAN, Richardson Patel
- SEAN O'NEILL, McMillan
Trends in APOs: Is Recent Negative Press Creating New Opportunity for Investors?
12:05 - 12:30 PM
Reverse mergers have been pelted with negative press, which has driven down the stock prices of many companies that have used this method to go public. This environment is a boon for investors looking for bargains, as well as service providers like investor relation firms, that help companies increase their value. This presentation explores how the recent negative press is creating new opportunities for smart investors.
SPEAKER:
12:05 - 12:30 PM
Reverse mergers have been pelted with negative press, which has driven down the stock prices of many companies that have used this method to go public. This environment is a boon for investors looking for bargains, as well as service providers like investor relation firms, that help companies increase their value. This presentation explores how the recent negative press is creating new opportunities for smart investors.
SPEAKER:
- JOHN BORER, Rodman & Renshaw
Networking Luncheon
12:30 - 1:30 PM
12:30 - 1:30 PM
Canada's Capital Pool Company Program: Raising Money North of the Border
1:30 - 2:20 PM
Canada's Capital Pool Company program offers investors and companies a clean public vehicle, growth capital and support in a market with comprehensive listing standards. Recent trends show that CPCs are being used more frequently for non-mining industry mergers with Canadian companies, and now include deals with U.S. and Chinese companies. This panel gives an overview of the program and process, the pros and cons of the different types of transactions, after-market strategies, listing and audit requirements, disclosure statements and important legal issues.
MODERATOR: ROBERT KANG, TSX Venture Exchange
PANELISTS:
1:30 - 2:20 PM
Canada's Capital Pool Company program offers investors and companies a clean public vehicle, growth capital and support in a market with comprehensive listing standards. Recent trends show that CPCs are being used more frequently for non-mining industry mergers with Canadian companies, and now include deals with U.S. and Chinese companies. This panel gives an overview of the program and process, the pros and cons of the different types of transactions, after-market strategies, listing and audit requirements, disclosure statements and important legal issues.
MODERATOR: ROBERT KANG, TSX Venture Exchange
PANELISTS:
- EUGENE CHEN, Gowling Lafleur Henderson
- ROBERT MUNRO, The Chrysalis Capital Group
How to Build a Successful APO Team
2:25 - 3:15 PM
Surrounding yourself with the right professionals is important when planning an alternative public offering. This panel examines what steps are necessary to build a knowledgeable team. Specifically, panelists discuss the importance of accounting, disclosure, due diligence, compliance with U.S. financial regulations, investor and press relations, and the importance of the board of directors.
MODERATOR: MARK ELENOWITZ, TriPoint Global Equities
PANELISTS:
2:25 - 3:15 PM
Surrounding yourself with the right professionals is important when planning an alternative public offering. This panel examines what steps are necessary to build a knowledgeable team. Specifically, panelists discuss the importance of accounting, disclosure, due diligence, compliance with U.S. financial regulations, investor and press relations, and the importance of the board of directors.
MODERATOR: MARK ELENOWITZ, TriPoint Global Equities
PANELISTS:
- DAVE BRIGANTE, Halter Financial
- MARK FLATHER, HC International
- GEORGE QIN, MaloneBailey
Networking Break
3:15 - 3:40 PM
3:15 - 3:40 PM
The Future of Reverse Mergers: Repairing the Market's Image
3:40 - 4:30 PM
What steps can the reverse merger market take to restore confidence after recent fraud allegations and ongoing investigations of Chinese companies by the Securities and Exchange Commission? Could the market emerge stronger and more efficient afterwards? This session explains how proper due diligence, quality companies and a strong supporting cast is critical to reframing the structure and market.
MODERATOR: TOM POLETTI, K&L Gates
PANELISTS:
3:40 - 4:30 PM
What steps can the reverse merger market take to restore confidence after recent fraud allegations and ongoing investigations of Chinese companies by the Securities and Exchange Commission? Could the market emerge stronger and more efficient afterwards? This session explains how proper due diligence, quality companies and a strong supporting cast is critical to reframing the structure and market.
MODERATOR: TOM POLETTI, K&L Gates
PANELISTS:
- AJ CERVANTES, Trilogy Capital Partners
- GEORGE FANG, BDO Seidman
- LISA TROE, FTI Consulting
- GEORGE TSIOLIS, ChinaSecurities.com
Staying Compliant & Attracting Investors: Accounting Challenges for Companies Going Public
4:35 - 5:25 PM
When a company is contemplating a reverse merger, there are many complex accounting issues and requirements to consider. Spending money on quality accountants matters both in the short and the long term. This panel discusses topics related to financial statement requirements and reporting, timing of filings, 'determining the buyer,' along with issues related to foreign acquisitions by U.S. companies.
MODERATOR: NELSON HAIGHT, GBH CPAs
PANELISTS:
4:35 - 5:25 PM
When a company is contemplating a reverse merger, there are many complex accounting issues and requirements to consider. Spending money on quality accountants matters both in the short and the long term. This panel discusses topics related to financial statement requirements and reporting, timing of filings, 'determining the buyer,' along with issues related to foreign acquisitions by U.S. companies.
MODERATOR: NELSON HAIGHT, GBH CPAs
PANELISTS:
- CHRISTY ALBECK, Albeck
- BOB BEERS, Seale and Beers
- DAVID BUKZIN, Marcum LLP
Closing Remarks
5:30 PM
5:30 PM
The Reverse Merger Cocktail Reception
6:00 - 7:30 PM
6:00 - 7:30 PM
Tuesday, June 14, 2011
Registration, Breakfast & Networking
8:30 - 9:30 AM
8:30 - 9:30 AM
Spotting Fraud in China: Deciphering Regulatory and Financial Filings from China's SAIC vs. SEC Filings
9:30 - 10:20 AM
Short sellers attacking Chinese reverse-merger companies with allegations of fraud are focusing on financial discrepancies between what the companies report to the Securities and Exchange Commission and what they tell China's State Administration for Industry & Commerce (SAIC). How are researchers using SAIC filings as evidence of potential fraud? What red flags should you look for?
MODERATOR: DAVID FICKSMAN, TroyGould
PANELISTS:
9:30 - 10:20 AM
Short sellers attacking Chinese reverse-merger companies with allegations of fraud are focusing on financial discrepancies between what the companies report to the Securities and Exchange Commission and what they tell China's State Administration for Industry & Commerce (SAIC). How are researchers using SAIC filings as evidence of potential fraud? What red flags should you look for?
MODERATOR: DAVID FICKSMAN, TroyGould
PANELISTS:
- DAVID BUKZIN, Marcum Bernstein & Pinchuck LLP
- JOHN BIRD, Private Investor
- ANDREW LEFT, Citron Research
Creative Financing Options for Private Companies: Self-Filings, Small Stock IPOs, PIPE Financings, Convertible Debt Lending, Pre-IPO Equity Investments and Private Company Stock
10:25 - 11:15 AM
This panel examines the current structures and pricing terms that public companies seeking capital are encountering in the existing market.
MODERATOR: NIMISH PATEL, Richardson Patel
PANELISTS:
10:25 - 11:15 AM
This panel examines the current structures and pricing terms that public companies seeking capital are encountering in the existing market.
MODERATOR: NIMISH PATEL, Richardson Patel
PANELISTS:
- BO BRUSTKERN, Arcstone Equity Research
- PETER CONLEY, MDB Capital Group
- MICHAEL HARTSTEIN, Palladium Capital Advisors
Networking Break
11:15 - 11:35 AM
11:15 - 11:35 AM
PRC Challenge to Variable Interest Entity Structures
11:35 - 12:00 PM
The recent news of a variable interest entity (VIE) structure being unwound led to a wild run up in speculation that the Chinese government may force other reverse mergers using VIEs to unwind. This presentation explains if market experts believe that VIE is still viable. Topics discussed include the legal and practical issues regarding management contracts, how to use VIEs, investor concerns about the VIE structure, and post-closing structures to convert the contractual arrangement into equity control.
SPEAKER: TOM SHOESMITH, Pillsbury
11:35 - 12:00 PM
The recent news of a variable interest entity (VIE) structure being unwound led to a wild run up in speculation that the Chinese government may force other reverse mergers using VIEs to unwind. This presentation explains if market experts believe that VIE is still viable. Topics discussed include the legal and practical issues regarding management contracts, how to use VIEs, investor concerns about the VIE structure, and post-closing structures to convert the contractual arrangement into equity control.
SPEAKER: TOM SHOESMITH, Pillsbury
Protecting Your Deal by Being Proactive & Structuring Solid Contracts
12:05 - 12:55 PM
Whether you're an issuer, banker, finder or investor the importance of building a solid contract is imperative when structuring your deal, and sometimes, even agreements that seem sound leave room for subjectivity. This panel examines the necessary elements of agreements, the importance of being proactive and suggests ways you can protect yourself should you find you're not getting the deal you originally negotiated.
MODERATOR: RYAN HONG, LKP Global Law
PANELISTS:
12:05 - 12:55 PM
Whether you're an issuer, banker, finder or investor the importance of building a solid contract is imperative when structuring your deal, and sometimes, even agreements that seem sound leave room for subjectivity. This panel examines the necessary elements of agreements, the importance of being proactive and suggests ways you can protect yourself should you find you're not getting the deal you originally negotiated.
MODERATOR: RYAN HONG, LKP Global Law
PANELISTS:
- MARK HIRAIDE, Petillon Hiraide & Loomis
- JENNIFER POST, The Law Offices of Jennifer A. Post
- AMY WANG, Bristol Capital Advisors
Networking Luncheon
12:55 - 1:55 PM
12:55 - 1:55 PM
Exploring Frontier Markets: International Deals Outside of the U.S. and China. What's Next?
2:00 - 2:50 PM
Everybody wants to find the next China. This panel examines opportunities in frontier markets in Asia, Eastern Europe and South America.
PANELISTS:
2:00 - 2:50 PM
Everybody wants to find the next China. This panel examines opportunities in frontier markets in Asia, Eastern Europe and South America.
PANELISTS:
- LARRY EASTLAND, LEA Capital Advisors
- DAVID FELDMAN, Richardson & Patel
Short-Selling: How can Companies Fend Off Short-Seller Attacks?
2:55 - 3:30 PM
This panel explores what companies can do to preempt an attack by a short seller shouting fraud, what steps need to be taken to restore confidence after a short attack, and what measures companies have taken to successfully defend themselves.
SPEAKERS:
- MARK ELENOWITZ, TriPoint Capital Advisors
- STEPHEN TAYLOR, Taylor Asset Management
Closing Remarks
3:30 PM
3:30 PM