Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
Soon it may just be a little harder to go public through a reverse merger transaction. The SEC published proposed rule changes from both the New York Stock Ex
change (PDF) and NYSE Amex (PDF) on Aug. 4, 2011 that, if approved, may make you reconsider the reverse-merger route and probably makes the shell-company industry wince.
Both the NYSE and NYSE Amex in late July 2011 filings proposed additional listing requirements for companies completing a reverse merger with a shell company. As outlined in the NYSE rule change proposal (PDF), a reverse-merger company would not be eligible for listing unless it could meet the following requirements immediately before filing its initial listing application:
The proposed additional listing requirements on NYSE Amex (PDF) mirror the NYSE’s proposal. Both exchanges propose having discretion to “impose more stringent requirements.” Examples for exercising this discretion included an inactive trading market or material weaknesses in internal controls that have not been corrected. There are also some limited exceptions to the additional requirements.
The NASDAQ Stock Market proposed similar rule changes in an April 2011 filing, which was subsequently withdrawn and replaced by a May 2011 filing (PDF). The SEC published the proposed NASDAQ rule change in June 2011 (PDF), but has not yet acted on it. NASDAQ’s proposed additional listing requirements do not appear to be as strenuous as those proposed by NYSE and NYSE Amex. For example, the trading requirement would be for six months rather than a full year.
For each of the exchanges, the concern is the absence of registration requirements under the Securities Act of 1933 and the related lack of detailed operational and financial disclosure and the scrutiny of the SEC review process. The Wall Street Journal also linked the concern to questionable accounting practices of Chinese companies, many of which have used reverse-merger transactions to go public in the United States, as an example of the perceived problem. (We have previously discussed these accounting concerns and efforts to address them in posts in February, June and July 2011.)
The SEC has previously shown its own concern about reverse mergers by imposing additional regulatory burdens on shell companies, including limitations in Rule 144 and special disclosure obligations in Form 8‑K (PDF). More recently, the SEC published an Investor Bulletin on Reverse Mergers (PDF) in June 2011 as a public warning about the risks.
OUR TAKE: This is not the first time that risks associated with reverse mergers have been highlighted. The exchanges believe that the additional listing requirements will provide more transparency and reduce the level of risk to investors. There will still be companies considering reverse mergers as a speedy way to become public, and still more firms and individuals trying to sell that idea. The additional listing requirements, if approved, should serve a roadblock to these transactions and deter those that are not sound—or realize that a quick exchange listing is no longer a possibility.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
You may use the wildcard symbol (*) as a root expander. A search for "anti*" will find not only "anti", but also "anti-trust", "antique", etc.
Entering two terms together in a search field will behave as though an "OR" is being used. For example, entering "Antique Motorcars" as a Client Name search will find results with either word in the Client Name.
AND and OR may be used in a search. Note: they must be capitalized, e.g., "Project AND Finance."
The + and - sign operators may be used. The + sign indicates that the term immediately following is required, while the - sign indicates to omit results that contain that term. E.g., "+real -estate" says results must have "real" but not "estate".
To perform an exact phrase search, surround your search phrase with quotation marks. For example, "Project Finance".
Searches are not case sensitive.