Legal
Rich Anslow

Anslow & Jaclin Calls It Quits

By |

Anslow & Jaclin, the New Jersey law firm that was once one of the most active firms providing securities counsel to Chinese companies seeking to go public in the U.S. via reverse mergers, is dissolving after 20 years, according to partners Richard Anslow and Gregg Jaclin. The partners made announcement in private meetings with colleagues and clients attending the Rodman & Renshaw Global Investment Conference in New York from October 8-10. Each stressed the dissolution of the partnership was amicable and that both attorneys would remain active in securities practice for small cap companies. Anslow will be joining the New York-based firm Ellenoff, Grossman & Schole, while Jaclin is joining Lawrenceville, N.J.-based Szaferman, Lakind, Blumstein & Blader, effective October 1. In an interview, Rich Anslow said the decision to dissolve his partnership with Jaclin was a difficult one, but was necessitated by the precipitous decline in the Chinese reverse merger market.

Markets

APO Redux: New Solicitation Rules Open the Door for Direct Public Offerings

By |

No sooner had the ink begun to dry on the SEC’s recently adopted amendment to Rule 506 of Regulation D allowing the public promotion of equity private placements, and free-thinking securities attorneys and investment bankers began pondering the possibilities of their new-found freedom to hawk their wares from the mountaintops. Ever the innovators never willing to accept the well-trodden path when a cleverly engineered shortcut is available, in no time the cleverest among them began to imagine what was only recently regarded as unthinkable: the rebirth of the APO market. APOs, or “alternative public offerings,” are generally referred to a combination of a public shell company with a private operating business that is concurrent with an equity private placement by the public company, which results in a capitalized public company which owns the private operating business. APOs first became popular in the middle of the past decade, when a perfect financial storm of greed, demand and opportunity came together. The greed came from the surfeit of PIPE deal makers – fund managers, placement agents and deal attorneys – that had grown around the PIPE market during its heyday of 2000-2006, when a public offerings market in disarray and a whole generation of newly public internet companies in financial chaos combined to bring PIPEs issuers into the market by the bushel, offering fat discounts to investors who could lock in their returns with a quick call to their options broker.

Legal

China MediaExpress Charged with Fraudulent Financial Reporting by SEC

By |

The Securities and Exchange Commission is charging China-based reverse merger company China MediaExpress (CMEE) and its CEO with fraudulently misleading investors about its financial condition. China MediaExpress claimed that their cash balances were millions of dollars higher than actual amounts. The charges come more than two years after reports in the financial media and from short-biased research firms began suggesting the company, once named by Forbes China as the country's top "up-and-comer," was actually a massive fraud. China MediaExpress operates a television advertising network on airport express and inner-city public transit. The June 20 complaint charges CEO Zheng Cheng and China MediaExpress with violations of multiple antifraud provisions of federal securities laws, which could result in financial penalties, permanent injunctions, disgorgement, and an officer and director bar against Zheng.

Deals

Car Charging Group Running on PIPE Power

By |

Car Charging Group (CCGI) closed its third PIPE, raising $2.5 million to fund its electric car charging services. The company said in an April 3 news release that the deal closed March 22, when undisclosed investors bought common stock at $0.50 per share, an approximate 58% discount to the market price ($1.20) at deal announcement. Investors also received 4.59 million 36-month Warrants with an exercise price of $2.25 per share (87.5% premium). (Issuer counsel was Anslow & Jaclin.)

While electric cars are becoming increasingly popular, vehicles designed without an auxiliary gas motor have limited driving range, often less than one hundred miles. Car Charging Group is working on two different ways to make charging easier for electric vehicle enthusiasts.