May 5, 2025
“Deal Lawyers Download” Podcast: Shell Companies and Reverse Mergers
In our latest “Deal Lawyers Download” Podcast, Gibson Dunn’s Branden Berns, Ryan Murr and James Moloney joined me to discuss how recent actions by the SEC have influenced the way that reverse mergers are structured and the implications of those actions for companies considering such a transaction. We addressed the following topics in this 35-minute podcast:
– Overview of reverse mergers and their rationale
– Evolution of the Corp Fin Staff’s position on shell company status
– Implications of SPAC rules for reverse mergers generally
– How changes in rules and interpretations have influenced structure of revers mergers
– The new limitations on the “sign & close” structure and remaining uncertainties
– Key considerations for parties considering a reverse merger
We’re always looking for new podcast content, so if you have something you’d like to talk about, please reach out to me at john@thecorporatecounsel.net or Meredith at mervine@ccrcorp.com. We’re wide open when it comes to topics – an interesting new judicial decision, other legal or market developments, best practices, war stories, tips on handling deal issues, interesting side gigs, or anything else you think might be of interest to the members of our community are all fair game.
– John Jenkins