How to avoid problems when using a reverse merger to go public instead of an IPO
The investigation of the shell you want to merge with is called a “due diligence” investigation. You will diligently give all the investigation that is due under the circumstances.
Your attorney or investment banker will get copies of the articles of incorporation, by-laws, corporate minutes, all material contracts, a report from the transfer agent and more. He will be looking for hidden liabilities, hidden warrants that allow people to buy tons of stock cheap, and any other tricks that might be hidden.
On one occasion I did a due diligence investigation for a friend of mine who had gone into venture capital after being a state securities regulator. He and his partners had paid over $100,000 for shell and couldn’t understand why the deal would never move forward.
After weeks of digging, I found that the common stock would be largely diluted by a convertible preferred stock, that the financial condition of the company was less than represented with large liabilities to the promoters who could sue for payment after the merger and most interestingly, the shell promoter was in league with a local securities attorney at a local law firm of note and had rigged things so that the stock had actually not been transferred to my friend, the buyer. This is the type of fraud that can land the attorney and friend a few years in the state penal system.
If you have to do the deal, go with someone who has an established reputation and assets you can go after if something goes wrong. Once your money is paid to an unscrupulous shell promoter, you will not get it back.
Be on your guard, no matter whom you think you are dealing with, in investigating a shell. Get the best available talent. For my own part, I have found no end of tricks in the shell game. I find there is no substitute for suspicion and my experience is that you need to find a clean shell and know it is clean.
This is why I much prefer the self-filing method. Taking the desire to avoid loss, considering the cost of a shell and the resulting dilution lost by the operating company and adding the feeling of urgency in getting it done fast and the comfort in knowing there are no hidden problems, my clients say that you can really feel the need to do a self-filling with me. After all, you know what the problems in your company are, you do not need to do due diligence on yourself.
So investigate before you hand over your money and a piece of the company. Handing the money to the wrong people for a dirty shell can cost you more time and money than you think.
