V-cap atty's should plan for a merger; counsel can protect the venture investor's interests at two points: the certificate of incorporation and the merger documents

Article Abstract:

The certificate of incorporation and the merger documents are the two key points for venture capitalists' counsel to protect their clients' returns in a merger. The drafting of rights and preferences in the certificate of incorporation at the first purchase of securities and assuring, and providing maximum assurance of the immediate salability of shares obtained in a merger are the two key junctures for an attorney to consider. Qualifying for pooling accounting is another consideration.

Planning

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SEC implements reform of microcap markets; the commission returns to an era of tighter regulation by adopting new rules and prosecuting 'pump and dump' cases

Article Abstract:

The SEC is trying with its 1999 appproval of new rules requiring any company whose shares are quoted on the over-the-counter bulletin board to be a "reporting" company under the Securities Exchange Act of 1934 to curb a trading environment in which stock manipulation and securities fraud were flourishing. The commission has also adopted amendments to Rule 502 limiting the circumstances in which "freely tradable" securities can be issued in an offering that is exempt under Rule 504.

Laws, regulations and rules, Powers and duties, United States. Securities and Exchange Commission, Over-the-counter markets, Over the counter markets

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