Opening Remarks
9:00 AM
SPEAKER: BRETT GOETSCHIUS, The Reverse Merger Report

Current Trends in the Reverse Merger Market
9:05 – 9:55 AM
This panel discusses current trends in the alternative public offering market related to investment returns, legal structures and transaction styles. Panelists explore returns on investments in today's market, banking trends and share insights in the reverse merger business.
MODERATOR: MATTHEW JOHNSON, Gemini Partners
PANELISTS: DAVID BRIGANTE, Halter Financial; THOMAS J. POLETTI, Kirkpatrick & Lockhart Preston Gates Ellis; Additional Panelists TBA

A Comprehensive Review of 12 Years Worth of Shell Mergers
10:00 – 10:20 AM
This presentation reports on an economic analysis of 1,900 reverse mergers, essentially all of those competed in the United States from 1996 to 2007. This benchmark study covers the number and size of deals closed, state- and country-of-domicile of participant firms, frequency and size of concurrent PIPE financings, percentage ownership retention by private-company investors, and post-merger stock performance.
SPEAKER: ROBERT COMMENT, Carey School of Business, Johns Hopkins University

Negotiating Air-tight Agreements: Enforcing Contracts between Issuers & Bankers
10:25 – 10:45 AM
Sometimes, seemingly air-tight contracts leave room for subjectivity when big commission dollars are at stake. Whether you're a finder acting as consultant for a going-public company or a registered broker-dealer raising PIPE financing, this presentation covers the key elements of agreements along with some suggestions for how to protect yourself should you find you're not getting the deal you originally negotiated.
SPEAKER: REEVES CARTER, Guzov Ofsink

The Case for Self-filings as a Private-to-Public Path
11:15 – 11:35 AM
The SEC rule changes to Rule 144 that were implemented earlier this year changed the definition of a shell and created severe consequences that affect any company that has ever been a shell. This state-of-the-market examines the profound implications for the reverse merger industry and provocatively makes the case for self-filings as the preferred path for small issuers to go public.
SPEAKER: TIM KEATING, Keating Investments

How you Can be a Legitimate Finder (Without Registering as a Broker-Dealer)
11:40 – 12:00 PM
For years the SEC has contemplated a new form of licensing for deal-finders and money-raisers. The reality is that many reverse merger specialists do not conform to the rules governing registered broker-dealers. If you are not a registered representative or if your deal involves someone who is acting as a finder, it's important to understand the not-so-subtle differences between consulting, M&A advisory, and capital-raising. This presentation gets into the gray area you should clarify if you want to avoid running afoul of the law.
SPEAKER: FAITH COLISH, Carter Ledyard & Milburn

Reverse Mergers: New Company, New Management, New Vision
12:05 – 12:25 PM
Reverse Mergers face the challenge of communicating a new identity and vision to a brand new audience of shareholders. Press releases are limited, expensive and fail to accomplish the task. This presentation discusses how to build a digital community of global shareholders using powerful tools such as audio, video and photos to communicate beyond text.
SPEAKER: GEORGE TSIOLIS, Agoracom

The Pro's & Con's of Form 10 Shells
2:00 – 2:50 PM
The creation of Form 10 shells has increased dramatically during the past several years. Many reverse merger experts believe these shells to be an efficient and valuable tool to take a company public, but others criticize the vehicles as mostly useless. Discover the benefits and drawbacks of using a Form 10 shell for a reverse merger transaction.
MODERATOR: RICK RAPPAPORT, Westpark Capital
PANELISTS: DAVID FELDMAN, Feldman Weinstein Smith; DENNIS MCCARTHY, B. Riley & Co.; LEIB ORLANSKI, K&L Gates

Listing Alternatives for Shells and Reverse Mergers
2:55 – 3:45 PM
The market for publicly-traded shells has grown as reverse mergers have gained in popularity. But is it really important where a shell trades? What does it mean for pricing and structure? This panel discusses the options a company has and how the listing venue impacts terms and practices.
MODERATOR: DOUG ELLENOFF, Ellenoff Grossman & Schole
PANELISTS: UNGAD CHADDA, TSX Venture Exchange; ADAM CONNORS, C.K. Cooper & Co.; BRUCE POIGNANT, American Stock Exchange; TIM RYAN, Pink OTC Markets

Why Regulators Hate Reverse Mergers
4:15 – 5:00 PM
Reverse mergers often get the cold shoulder from regulators despite being one of the last avenues for small companies to access capital. Why are regulators seemingly working against reverse mergers? This panel provides some color commentary on the regulatory regime in the United States and elsewhere.
MODERATOR: MIKE MACPHAIL, Holland & Hart
PANELISTS: BRENT BAKER, Parsons Behle; ROBERT COMMENT, Carey School of Business, Johns Hopkins University; NICOLAS MORGAN, DLA Piper; MICHAEL WILLIAMS, Williams Law Group

Legal & Regulatory Update: Has the SEC Made Raising Cash Easier?
11:00 – 11:50 AM
This panel focuses on amendments to Rule 144 and its impact on PIPEs, reverse mergers and APOs. Panelists discuss reduced holding periods, deal discounts, trading restricted stock, and reporting obligations. This panel also focuses on some new ideas being drafted by the SEC's division of Trading and Markets which could improve the fund-raising environment for smaller public companies.
PANELISTS: ADDISON ADAMS, Richardson Patel; MICHAEL DONAHUE, Richardson Patel; ALAN SPATZ, TroyGould; Additional Panelists TBA

Reverse Merger Financing: How to Structure Deals around a Lack of Trading Liquidity
11:55 – 12:45 PM
When will the retail market for buying small company stocks bounce back? That question has stymied many a banker in the small cap market; however, deal-makers and their attorneys continue to invent new structures and legal tactics for getting deals done. This panel cuts through the noise and gets right down to discussing the reality of closing deals in a less-than-liquid trading environment.
MODERATOR: AMIR HESHMATPOUR, AFH Holdings
PANELISTS: ADAM GOTTBETTER; Gottbetter Partners; TIM HALTER, Halter Financial; JOE SMITH, Feldman Weinstein Smith

Networking Luncheon
12:45 – 2:00 PM

PIPEs & Reverse Mergers in a Downward-to-Sideways Market
2:00 – 2:50 PM
A shaky stock market has created a challenging environment for PIPE investors. Panelists discuss some of the latest innovations in deal structure including the acceptance of "make-good" provisions, performance targets and management pledges. This panel also explores toxic terms and registered directs.
MODERATOR: MITCH NUSSBAUM, Loeb & Loeb
PANELISTS: STEPHEN FLEMING, Law Offices of Stephen Fleming; GREG GOLDBERG, Professional Traders Management; HARVEY KESNER, Haynes and Boone; STEVE HUTTLER, Sadis & Goldberg; JOHN MICKLITSCH, Ancora Advisors

Institutional Sales: Understanding Retail Brokerage and how it's changed the Small Cap Landscape
2:55 – 3:15 PM
What does it take to get a deal done? This presentation explores how the loss of a retail community of investors has made institutional buy-in even more important. Topics include a detailed look at the retail vs. institutional market, how private equity and mezzanine firms are participating in alternative IPOs, and the current view of institutional appetites.
SPEAKER: JOHN BORER, Rodman & Renshaw

Shell Companies: Do You Know Where your Shell (or Shell Promoter) has been?
3:20 – 3:40 PM
Are some shells better than others? This presentation explores listing, trading and other considerations relevant to the use of shells in alternative public offering transactions. Topics include the risks of "Footnote 32" shells, the effect of new 144 rules, due diligence and issues related to shells created in bankruptcy.
SPEAKERS: BRIAN BUCK & SCOTT KLINE, Thelen Reid Brown Raysman & Steiner

Closing Remarks
3:45 PM