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 80 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.
In August 2011, we commented on proposals by the major national securities exchanges to impose additional listing requirements on companies completing a reverse merger with a shell company. The SEC announced earlier this month that it approved each of the rule changes, as amended, on an accelerated basis. It just became significantly harder for the shares of a reverse-merger shell company to become listed.
The SEC approved rule changes for the New York Stock Exchange (PDF), NYSE Amex (PDF) and The NASDAQ Stock Market (PDF) on Nov. 8, 2011. Prior to the SEC’s approval, each of the NYSE (PDF), NYSE Amex (PDF), and NASDAQ (PDF) amended its rule change proposal so that all three proposals were substantially aligned and to address, in some respects, the small number of comments received by the SEC.
A “Reverse Merger,” according to new Section 102.01F of the NYSE Listed Company Manual means “any transaction whereby an operating company becomes an Exchange Act reporting company by combining directly or indirectly with a shell company which is an Exchange Act reporting company, whether through a reverse merger, exchange offer, or otherwise.” Section 101(e) of the NYSE Amex Company Guide and NASDAQ Marketplace Rule 5500(a)(35) provide similar definitions. Each stock exchange will consider various factors for determining whether a company is a shell company and “Reverse Merger” excludes the acquisition of an operating company by a listed company in compliance with exchange rules.
For each of the three exchanges, a company resulting from a Reverse Merger would not be eligible for listing unless it meets each of the following requirements immediately before filing its initial listing application:
The new additional listing requirements are found in Section 102.01F of the NYSE Listed Company Manual, Section 101(e) of the NYSE Amex Company Guide and NASDAQ Marketplace Rule 5110(c).
There are two exceptions to these additional listing requirements (but not all other applicable initial listing requirements). First, the requirements will not be applicable if the listing is in connection with a firm commitment underwritten public offering resulting in at least a minimum level of gross proceeds to the reverse-merger company. For NYSE Amex and NASDAQ, the rules specify $40 million. For the NYSE, the reverse-merger company must satisfy the NYSE’s Rule 102.01B regarding aggregate market value of publicly held shares after giving effect to the public offering, which is currently $40 million.
A second exception under the NYSE and NYSE Amex rules eliminates the closing price requirement if the reverse-merger company has satisfied the one-year “seasoning” requirement and has filed at least four annual reports with the SEC, which each contain all required audited financial statements for a full fiscal year beginning after the reverse-merger company’s filing of the required information with the SEC set forth in the additional listing requirements. The NASDAQ rule has a similar exception standard, but it operates as an exception to all of the additional listing requirements.
OUR TAKE: The risks associated with reverse mergers continue to make headlines. The new exchange rules, with the SEC’s approval, will result in more transparency, provide for more established company results before listing and hopefully reduce the level of risk to investors. They will not address or avoid all potential problems or abuses, but are a step in the right direction without unreasonably limiting access to the capital markets.
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.
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