Table of Contents

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.

About the Author

David N. Feldman , a preeminent securities attorney in the field of reverse mergers, is the founder and managing partner of Feldman Weinstein LLP, whose clientele includes public and private companies, investment banks, venture capital firms, and high-net-worth individuals. He is often quoted in the media and is a frequent public speaker and seminar leader. He received his JD from the University of Pennsylvania. Feldman lives in New York City. Steven Dresner is general partner of Strategic Alliance Capital, which specializes in investing through reverse mergers and PIPEs. He is the editor of the Bloomberg Press books The Issuer's Guide to PIPEs: New Markets, Deal Structures, and Global Opportunities for Private Investments in Public Equity (December 2009) and PIPEs: A Guide to Private Investments in Public Equity (2006).