SEC Reverse Merger Proposed Rules Update

September 23, 2011
Karen T. Druckman

On September 12, 2011[1], the Securities and Exchange Commission (“Commission”) announced the institution of Proceedings to Determine Whether to Disapprove SR-NASDAQ-2011-073, the NASDAQ Stock Market LLC (“NASDAQ”) proposed rule changes concerning reverse mergers, pursuant to Section 19(b)(2)(B). The grounds for disapproval include the differences between the NASDAQ proposal and the NYSE and NYSE Amex proposed rule changes with respect to the length of the seasoning period and the length of the period during which the minimum listing price must be maintained, as well as the exemption, proposed by the NYSE and NYSE Amex, but not by NASDAQ, for Reverse Merger companies that list in connection with certain underwritten public offerings. The Commission invites written comments by October 17, 2011.

[1] Securities and Exchange Commission Release No. 34 65319 File No. SR-NASDAQ-2011-073, Federal Register, Vol 76 Issue 180 (September 16, 2011).