November 13, 2009
David Feldman will be a panelist at the Financial Executive Institute seminar entitled, "Where’s the Money? Finding Public vs. Private Capital Today."
David Feldman's book, Reverse Mergers: Taking a Company
Public Without an IPO, now in its third printing, was published in 2006
by Bloomberg Press (available on http://www.amazon.com).
View David Feldman's reverse merger blog at www.reversemergerblog.com.
David Feldman is a contributor to PIPES: Revised and Updated Edition - A Guide to Private Investments in Public Equity (Bloomberg Press, 2005) available on
http://www.amazon.com.
Dov Scherzer is the U.S. contributor to the British
treatise, Internet Law and Regulation (Sweet & Maxwell, 2d Ed. 1997;
3d Ed. 2002; 4th ed. 2007),
Available Here.
Dov Scherzer is the U.S. contributor to the British
treatise, Electronic Signatures Law and Regulation (Sweet & Maxwell,
1st Ed. 2004),
Available Here.
In the News
David
Feldman quoted in the Reverse Merger
Report on September 11, 2008 about his
request for a 144(i) rule change.
Attorneys
Formally Request 144(i) Rule Change
The
Reverse Merger Report (September 11,
2008)
A
group of prominent reverse merger professionals
will formally ask the Securities and
Exchange Commission to change Rule 144(i)
of the Securities Act to alter a provision
that could restrict trading in shares
of former shell companies.
The group met in August to discuss
Rule 144(i), according to David Feldman
with the New York law firm of Feldman
Weinstein & Smith.
The desired changes involve eliminating
language informally known as the “evergreen
requirement.” The provision requires
that any company that was ever a shell,
regardless of how long ago, is required
to have been current in its filings
with the SEC for the 12 months preceding
any sale of unregistered stock allowed
under Rule 144.
The evergreen requirement took effect
in February.
In June, Feldman sent a letter
to the SEC asking the commission to
exempt companies from the requirement
if they had ceased to be shells before
the evergreen requirement became effective.
In August, the SEC rejected the request
and said that the requirement is applicable
to all companies that have ever been
a shell. However, in the response,
SEC staff said it shares Feldman’s
concerns. That made him “cautiously
optimistic” that the requirement
may be changed in the future, he said.
A majority of the five commissioners
would be needed to change the rule.
Spencer Feldman, a securities attorney
with Greenberg Traurig, who also participated
in the meeting, agreed that it is an
important issue, but said that the SEC
has other issues to concern itself with
that could have far broader impact.
The commission is overwhelmed with the
subprime mortgage issue, investment
bank problems, the credit crisis and
other issues, he said. It is unlikely
that anything will happen in the remainder
of Christopher Cox’s term as commissioner.
