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Specials
David Feldman mentioned in an article on SEC Rule 144(i) in The Corporate Counsel.
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Larry Langs quoted in an article on making startups fit together in the Investor's Business Daily on January 23, 2009
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December 2-4, 2009
David Feldman will speak on a panel at the PIPE Conference, sponsored by DealFlow Media, in Las Vegas on December 2-4, 2009
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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."
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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.
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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
.
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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.
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Dov Scherzer is the U.S. contributor to the British treatise, Electronic Signatures Law and Regulation (Sweet & Maxwell, 1st Ed. 2004),
Available Here.
 
David Feldman published an article in The New York Enterprise Report in the Sept/Oct 2005 issue on reverse mergers.
Reverse Mergers: New Laws Pave the Way for the Good Guys
This past summer the Securities and Exchange Commission passed a new set of rules intended to improve the legitimacy of so-called reverse mergers by significantly increasing the amount of required disclosure following these transactions. These rules take effect at various times this fall.

The reverse merger, an alternative to a traditional IPO, has recently become more popular for smaller companies, since the cost of staying compliant with regulations has made going public via an IPO virtually prohibitive for small- and middle- market companies. In a reverse merger, a private company merges with a preexisting, publicly held shell company. The owners of the private company wind up owning virtually all of the stock of the shell, thus instantly becoming public (often a financing accompanies the reverse merger). Reverse mergers are simpler, cheaper, quicker and less dilutive than IPOs, but they have their risks.

Prior to the passage of the new SEC rules, a reverse merger could take place with only minimal disclosure about the transaction at the time. After the merger, the principals had up to 71 days to submit financial information about the combined companies to the public. But a number of fraudsters took advantage of this lag time, issuing rosy press releases that pumped the stock before the public could become aware of any problems, which did not have to be disclosed until the end of the 71-day period. By then, the fraudsters had sold their stock and "dumped."

The new rule closes this loophole and requires full disclosure about the formerly private company within four business days after closing the reverse merger. The change will most likely bring greater transparency to reverse mergers and increase their popularity. A growing company that could benefit from being publicly held (seeking to grow by acquisition, needing substantial capital, seeking liquidity for investors or founders) may want to consider the option as a way to move to the next level of success/

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