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  • steve_vajs steve_vajs May 5, 2012 8:30 AM Flag

    Reverse Merger (see here)

    Bulletin Board Shells generally derive from a failed public company business. A company may have traded on the bullet board when operating and subsequently suffered a failure of the operating business leaving behind a shell. Moreover, NASDAQ exchange traded and AMEX Companies experience operational difficulties on a regular basis. Some fail to succeed in an ever competitive market, while others simply cannot adapt to what has become a global economy.

    When this occurs, these companies may no longer be able to meet the listing requirements of their respective exchanges such as trading price or market capitalization. The Company then “falls off” to the OTCBB or Bulletin Board over the counter market. When the operating business ceases entirely it leaves behind a Bulletin Board shell Company. It also leaves behind a prime opportunity for up-and-coming private companies to take their place in the public market via a reverse merger.

    The OTCBB Shell Company has no operations and no or nominal assets and liabilities, but the shareholders remain. In the process of an operating business failing and leaving behind a Bulletin Board Shell, many issues must be addressed in order to ensure that the successor business or merger candidate does not end up assuming the liabilities and responsibilities of the former operating business. In most cases these issues can be rectified. For example, prior liabilities may be written off if the statute of limitations has passed, or the debt may be settled.

    The process of diagnosing potential issues with a Bulletin Board Shell is known as Due Diligence.


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