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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, June 11, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will discuss reverse mergers as an alternative to an IPO or as part of a cross-over round to set up a private company for a faster IPO down the road. The panel will explore the market conditions that have resulted in a significant increase in reverse mergers, the potential benefits and drawbacks, the basic structure of the transaction and the accompanying agreements, and why a reverse merger can be an attractive option for non-U.S. companies looking to enter the U.S. market.

Faculty

Perrie M. Weiner
Partner, Chair North America Securities Litigation Group
Baker Mckenzie, LLP

Mr. Weiner is a prominent securities litigation attorney with over 30 years of experience, renowned for his unwavering commitment to providing top-tier service and delivering exceptional results. His experience centers around securities class action and shareholder derivative litigation, as well as SEC enforcement matters. Mr. Weiner is highly regarded as the "go-to advocate" for hedge funds navigating complex suits and CEOs facing off against SEC. His diverse clientele includes private equity funds, hedge funds, broker-dealers, underwriters, placement agents, REITS and publicly held issuers (alongside their officers and directors). Mr. Weiner also handles M&A securities litigation, where business combinations or sales are being challeged because of alleged deficient public disclosures. His expertise extends to SEC and FINRA enforcement proceedings, as well as white-collar criminal proceedings.

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Michelle Rae Heisner
Partner
Baker Mckenzie, LLP

Ms. Heisner focuses on clients with respect to a variety of types of cross-border and U.S. domestic acquisitions mergers and acquisitions, including majority and minority investments, share purchases, mergers and joint ventures. She also has significant capital markets experience. Ms. Heisner also regularly counsels financial advisors in connection with fairness opinions, solvency opinions and similar matters. Her industry experience includes clients in the energy, telecommunications, financial services, and technology sectors.

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Description

In today's economic climate, reverse mergers have become an increasingly popular alternative to a conventional IPO for a private company seeking to become publicly traded. Reverse mergers are a legitimate transaction structure for smaller private companies with significant cash needs that lack the financial profile or other attributes demanded by the IPO market.

In a reverse merger, a private company becomes a public company by acquiring or merging with a publicly traded company. This allows the private company to become a publicly traded company without going through the costly and time-consuming traditional IPO process. Also, reverse mergers can be a particularly attractive option for foreign companies looking to go public in the U.S.

Reverse mergers are often considered a less traditional route to becoming a publicly traded company and offer several benefits that can make them an attractive option. Some benefits include access to capital, increased visibility, increased valuation, liquidity for shareholders, and reduced time and cost.

There are drawbacks of a reverse merger that must be considered as well including dilution of ownership, increased regulatory requirements and scrutiny, market volatility, excessive selling pressure from existing shareholders, liabilities associated with the legacy business of the public company, and integration challenges between the private company and public company.

Listen as our authoritative panel discusses recent developments, market trends, and key considerations with reverse merger transactions. The panel will also review the benefits and drawbacks of reverse mergers and assess circumstances when a reverse merger is a good option for a private company looking to enter the public market.

Outline

  1. Overview: market conditions prompting an increase in reverse mergers
  2. Structure of a reverse merger transaction
  3. Benefits and drawbacks of a reverse merger
  4. Transaction considerations
  5. Structuring the reverse merger agreement
  6. Reverse mergers with cross-border elements
  7. The impact of recent SEC actions and scrutiny on reverse mergers
  8. Key takeaways

Benefits

The panel will review these and other key issues:

  • Why is a reverse merger an attractive option for private companies seeking to become publicly traded?
  • What are the potential benefits of a reverse merger?
  • What are the potential drawbacks of a reverse merger?
  • How can foreign companies looking to go public in the U.S. take advantage of a reverse merger to achieve a U.S. listing?