Understand Regulation A+ and other alternative funding methods
Regulation A+ and Other Alternatives to a Traditional IPO delves into the details of the new SEC rules under the JOBS Act of 2012 to examine the benefits and pitfalls for entrepreneurs and investors. Written by the 'Godfather of Reg A+,' this book breaks down the complex details of Regulation A+ and other alternative funding methods to help small businesses determine how best to go public and raise capital. A traditional IPO comes with barriers that can be insurmountable for a small company seeking to enter the public markets; thus far, reverse mergers have provided a challenging 'back door' to the market, but Regulation A+ re-opens the front door to allow small cap companies to raise capital while keeping offering and compliance costs manageable in a way not possible with a traditional IPO. More complex than simple crowdfunding, yet just as accessible by all investors, Regulation A+ is a step up for entrepreneurs at any stage wanting to go public where Wall Street meets Main Street.
Straightforward explanations, smart strategy, and illustrative examples make this book an invaluable guide for those seeking to truly understand the nuances of Regulation A+ in order to work more effectively within its bounds.
Understand how Regulation A+ differs from a traditional IPO and the early experience with this exciting new approach
Examine the JOBS Act and the SEC's rules under Title IV
Explore the past, present, and future of reverse mergers, special purpose acquisition companies (SPACs) and self-filings
Discover new alternatives including new rules under Rule 504 and Regulation S
The new rules provide a faster, more streamlined, more cost-effective route to up to $50 million in capital, and offer companies more flexibility than ever. Every entrepreneur needs to know all available funding options, and Regulation A+ and Other Alternatives to a Traditional IPO provides essential guidance from the expert in the field.
DAVID N. FELDMAN is a prominent corporate and securities attorney, entrepreneur and partner in the global law firm Duane Morris LLP. He is often referred to as the "Godfather" of Regulation A+ having coined the term in 2010. Feldman is a strong advocate and practitioner of this exciting and emerging streamlined process of completing a smaller public offering. Feldman is a thought leader and frequent public speaker on all things small business and the small cap markets. Feldman's blog, visited by thousands each month, can be found at www.davidfeldmanblog.com.
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