March 13, 2007
Several members of the Firm met with staff members of the NASD Corporate Finance Department in Washington, D.C. to discuss with them NASD Rules 2710 and 2720 in the context of private placements, PIPEs and resale registration statements.
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February 28, 2007
Chinese Paper products maker Dragon International (DRGG.OB) raised $1.5 million in a private sale of common stock to nine institutional investors for nine cents a share.
February 20, 2007
The London Stock Exchange's AIM Market announced new rules for Nominated Advisors. See link below for more information:
February 07, 2007
Dekania Corp. announced the closing of the company's initial public offering. Dekania sold 9,700,000 units raising $97,000,000.
January 29, 2007
ChinaGrowth North Acquisition Corporation announced the closing of the Company's initial public offering. ChinaGrowth North sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.
January 29, 2007
ChinaGrowth South Acquisition Corporation announced the closing of the Company's initial public offering. ChinaGrowth South sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.
January 26, 2007
Pace Health Management Systems, Inc., an Iowa corporation which currently trades its common stock on the NASD Over-the-Counter Bulletin Board under the symbol "PCES", announced the closing of the Company's private placement of units valued at $15,000,000. Additionally, the Company announced the acquisition of ConMed, Inc., a Maryland corporation which provides medical services to county detention facilities. EG&S acted as counsel to Pace.
January 23, 2007
Integrated Brands, Inc. and Eskimo Pie Corporation sold certain of their assets, and assigned certain of their liabilities, to Dreyer’s Grand Ice Cream, Inc. The purchase price for the transaction was approximately $19 million. EG&S acted as counsel to the sellers.
January 22, 2007
Healthcare Acquisition Corporation announced the acquisition of PharmAthene in a transaction valued at $115,000,000.
EG&S acted as counsel to Healthcare Acquisition.
January 12, 2007
Star Maritime Acquisition Corporation agreed to purchase eight drybulk carriers from affiliates of TMT Co., Ltd. in a transaction valued at $342.5 million. EG&S acted as special securities counsel to TMT, the seller.
January 11, 2007
Asahi Tec Corp. closed the acquisition of Metaldyne Corp. in a transaction valued at $1,200,000,000. EG&S acted as counsel to Heartland Industrial Partnerrs, Metaldyne Corp.'s largest stockholder.
December 19, 2006
Pink Sheets Accepts Ellenoff Grossman & Schole LLP As The First OTCQX Attorney DAD.
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December 18, 2006
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December 01, 2006
SPACs: Backing The Jockey, Not The Horse.
Douglas S. Ellenoff and Stuart Neuhauser wrote an article for Equities Magazine on why more investors, CEOs and private companies are turning to SPACs.
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November 01, 2006
Client Alert - Recent Changes to New York Limited Liability Company Law
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November 01, 2006
PIPEs Scorecard - Industry Rankings for 2006 Click Here to View the Rankings
October 30, 2006
Implications of Sarbanes-Oxley on the U.S. IPO market
Douglas S. Ellenoff and Annie Y. Wong were invited by Maxim Group LLC to present to Japanese securities firms an analysis of the "Implications of Sarbanes-Oxley on the U.S. IPO market."
October 23, 2006
Sanders Morris Harris Middle Market Investor Growth Conference 2006
Ellenoff Grossman & Schole participated in the 2nd annual conference hosted by Sanders Morris Harris where over 80 senior executives from public companies with a market cap of up to $2 billion communicated their respective business models and market analysis to over 400 institutional and alternative investors.
Douglas S. Ellenoff (moderator) and Brian C. Daughney were part of the PIPEs panel which discussed primary underwriter liability on PIPE resale registrations.
Click Here to View the Power Point Presentation on
Primary Underwriter Liability on PIPE Resale Registrations.
September 14, 2006
Sanders Morris Harris Luncheon "Battle of the Exchanges, Listing Strategies For Growth Companies"
The conference discussed the pros and cons of listing on the AIM, NASDAQ, NYSE, AMEX or OTCQX in terms of: market depth and liquidity, relative valuation, regulatory requirements and costs, transaction costs (IPOs and Follow Ons), investor base and trading costs. The panel included William O'Brien of the NASDAQ Stock Market, Inc.; Anne Moulier of the AIM; R. Cromwell Coulson of the Pink Sheets and OTCQX; John McGonegal of the AMEX; Peter Shea of Daniel Stewart & Co. - NOMAD, and Douglas S. Ellenoff served as the legal expert.
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September 06, 2006
Roth Capital Partners New York Conference
Ellenoff Grossman & Schole LLP was pleased to sponsor the annual Roth Capital Partners New York Conference. The conference featured presentations from more than 200 small and micro caps in the Technology, Healthcare, Financial Services and Consumer Product sectors. This year Roth Capital introduced a Special Purpose Acquisition Corporation (SPAC) panel, in which Douglas S. Ellenoff served as moderator. The panel included Joel Kanter, Beau Ferrari, Steven Slawson and John Dalfonsi. The panel discussed how SPACs are evolving, growing participation and longer term involvement by funds, new choices on incorporation and new structures, AIM SPACs as well as SEC and AMEX regulations.
Click Here to View the Power Point Presentation on SPACs
May 25, 2006
Third Annual Broker/Dealer Forum
Eden L. Rohrer participated in the 3rd Annual Broker/Dealer Forum on Resolving Customer Claims, Business Defenses and Advocacy Tactics in Arbitration and Mediation, sponsored by the American Conference Institute (ACI). Ms. Rohrer spoke on the Defense and Prevention of Independent Broker/Dealer Misconduct panel. Ms. Rohrer addressed issues of "selling away,” unusual securities products, the critical role of establishing supervisory procedures and distinctions in monitoring outside business activities and supervising private securities transactions.