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CALIFORNIA CORPORATE & SECURITIES LAW

At The PCAOB, They Give No Words But “Mum”

In March, the Public Company Accounting Oversight Board issued its first public research note.  Entitled “Activity Summary and Audit Implications for Reverse Mergers Involving Companies from the China Region (January 1, 2007 through March 31, 2010),” the research note was prepared by the PCAOB’s Office of Research and Analysis (aka ORA). A new fine question…

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Are Reverse Mergers A Nevada Problem?

Yesterday, the Securities and Exchange Commission issued this bulletin on the risks of investing in reverse merger companies.  In this post from the week before, I wrote about a recent article that found that Nevada is second only to Delaware in attracting out-of-state publicly traded corporations.  The article by Professors Michal Barzuza and David C. Smith looked at the…

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Fairness Hearings – Shell Companies Need Not Apply

In recent weeks, a number of stories have appeared in the press regarding “reverse mergers” involving shell corporations and Chinese companies.  For example, Joshua Gallu wrote this story for Bloomberg last December. After the Securities and Exchange Commission adopted rule amendments in 2005 governing the use of Forms S-8, 8-K and 20-F by shell companies,…

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