Market Trends 2018/19: Reverse Mergers


Summary

This article examines market trends in reverse mergers by addressing recent notable transactions, deal structure and process, deal terms, disclosure trends, and legal and regulatory trends and provides a market outlook for 2019. Over the last decade, a significant number of privately held companies have transitioned to public company status via a reverse merger with an existing public company with no or nominal operations and assets (a shell company) as an alternative to an initial public offering (IPO). Although the existing public company is typically the surviving legal entity, the privately held company’s shareholders gain control of the resulting entity, which is referred to as a surviving reverse merger company. For purposes of this discussion, a reverse merger means a combination (whether through merger or share exchange) of a privately held company and an existing reporting shell company, but does not include a transaction involving a special-purpose acquisition company.