Preface
Acknowledgments
Chapter 1: Why Go Public?
Advantages of Being Public
Disadvantages of Being Public
Weighing the Pros and Cons
Chapter 2: Pre-2012: The History of Regulation A & the Death of Small Company IPOs
Regulation A – Not Too Popular Before 2012
Reg A Through the Years
Why Small Companies Struggled to Go Public before the JOBS Act
Reg A vs. Private Offering Under Regulation D
And so……
Chapter 3: The Jobs Act and Its Genesis
“Old” Regulation A
Feldman First Proposes “Reg A+” at SEC Conference
Development and Enactment of the JOBS Act
Other Key Elements of the JOBS Act
Reg A+ Title IV Language
And so...
Chapter 4: The SEC’s Rules Under Title IV Regulation A+; Court Challenge
SEC’s Reg A+ Rule Proposal
Comment Process
Final Reg A+ Rules
Massachusetts and Montana’s Failed Lawsuit Against the SEC
And so……
Chapter 5: Offering Statement and Light Reporting Preparation; Testing the Waters
Offering Statement Preparation
Light Reporting Preparation
Testing the Waters
And so……
Chapter 6 – Early Experience With Regulation A+ – Wall Street Partners With Main Street
Who Is Utilizing Reg A+?
Attractive Industries
And so……
Chapter 7 – Potential Changes To Regulation A
OTC Markets Petition
Blue Sky Issues
Testing the Waters Issues
Other Issues
And so……
Chapter 8 – Basics of Reverse Mergers
Overview of Reverse Mergers
IPOs vs. Reverse Mergers
A Little History, Rule 419 and Subsequent Rulemakings
The Importance of Due Diligence in Reverse Mergers
And so……
Chapter 9 – Troubled Industry: China, Seasoning Rules, Bogus Shells
The China Bubble Pops
The SEC Responds With Draconian Seasoning Rules
Bogus Shells and Prosecutions
And so……
Chapter 10 – the Future of Reverse Mergers
Reverse Merger then OTC Trading
Bypass Seasoning with $40MM Public Offering
Merger with an Operating Public Company
The Real Risks of Using Bogus Shells
The Future Supply and Cost of Shells
And so……
Chapter 11: Special Purpose Acquisition Companies (SPACs)
Introduction to SPACs: The GKN Experience
The First SPAC Resurgence—Bubble and Bust
SPACs’ Recent Return
What Is the Future of SPACs?
And so…
Chapter 12: Self-Filings
How Do Shares of Stock Become Tradable?
Self-Filing Through Form S-1 Resale Registration
Mechanics of Form S-1 Self-Filing
Self-Filing Through Form 10 Registration
And so…
Chapter 13: Other IPO Alternatives
Intrastate Exemption
Rule 504
Regulation S
And so…
Chapter 14: The Experts Speak – A Look Ahead
Current Political and Economic Environment
Current Developments
And so…
About the Author
Index