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ARTICLE · 06 MAY 2011

China Reverse Mergers Under Increasing Scrutiny From U.S. Regulators and Plaintiffs’ Lawyers

Over the past few years, reverse mergers have become an increasingly popular way for China-based companies to access U.S. equity markets.

ChinaCorporate/Commercial Law
Howard Privette
Howard Privette

Over the past few years, reverse mergers have become an increasingly popular way for China-based companies to access U.S.equity markets. For many China-based companies, reverse mergers offer an attractive alternative to an Initial Public Offering ("IPO"), because reverse mergers are faster and less expensive than IPOs.According to a recent report, 159 China based companies engaged in reverse mergers from 2007 through the first quarter of 2010, while only 56 China-based companies engaged in traditional IPOs during the same period.

In such a reverse merger, a China-based private company allows itself to be acquired by a publicly traded shell company in the United States that has no significant operations, assets or value other than that its stock is publicly traded. Once the shell target is acquired, its board of directors resigns and turns control over to the China based company's board of directors. The company's name is often changed at this point to the name of the

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