David Feldman, partner in the international law firm of Duane Morris LLP, joins us to discuss his new book – “Regulation A+ and Other Alternatives to a Traditional IPO: Financing Your Growth Business Following the JOBS Act.”
Q&A with David N. Feldman below.
What’s the book about?
David N. Feldman, Esq: “The new Regulation A+ under the JOBS Act and other alternatives to a traditional IPO, including reverse mergers, direct listings and others. The book is called, surprisingly enough, Regulation A+ and Other Alternatives to a Traditional IPO, and it can be pre-ordered now on Amazon.”
Why did you write the book?
David N. Feldman, Esq: “As Reg A+ is new, it is important to be able to educate CEOs, Wall Street firms and other practitioners how the new rules work to be able to navigate through this streamlined, cost-effective new process.”
What is your background?
David N. Feldman, Esq: “After Wharton and Penn Law, I worked at large law firms for 7 years, then ran my own firms for 17 years. After merging with a slightly larger firm, they decided to merge with a firm that was not a fit for me. So I headed to Duane Morris, a 750-lawyer global firm. My practice has always been focused on representing entrepreneurial companies at all stages of developments. Having bought and sold businesses and ran my own, I feel the pain of my clients and can be a steady objective advisor in both exciting and difficult times.”
You have been instrumental in the development of Reg A+ and even been called the “father of Reg A+”, why is that and what makes Reg A+ so special?
David N. Feldman, Esq: “I was a strong proponent of reverse mergers in the 2000s after the small cap IPO boom ended after the dot-com era. I worked hard to bring them into legitimacy and transparency, even wrote two books on the subject. When reverse mergers went out of favor after some well-publicized alleged frauds, I had always said we could live without reverse mergers if IPOs were easier to do. I went to the annual SEC small business conference in 2010 and pitched the idea of improving a long-existing regulation to make it more attractive. I said Reg A could be better, sort of just blurting out, “You know, call it Reg A-plus.” The name stuck and that’s why some clients jokingly call me the Godfather of Reg A+.
Reg A+, which can now be used to raise up to $50 million and then trade either in the over-the-counter markets or on a national exchange such as Nasdaq, is special for three main reasons. First, the SEC is doing very limited review of filings, which means a much faster and cheaper IPO process. Second, a company can “test the waters” with any investor, meaning those with many social media followers or a large customer base can promote their offering to them as well as through an Internet marketing campaign, radio and TV ads and the like. This is not permitted in a traditional IPO. Third, a company that goes public into the over-the-counter markets can avoid costly and time-consuming state “blue sky” reviews that are required in a traditional IPO, and can choose a “light” reporting option after the IPO to reduce their compliance expenses as a public company.”
Who should read the book?
David N. Feldman, Esq: “Any CEO thinking about options for growing their company and raising capital, attorneys, accountants, broker-dealer firms and other Wall Street participants. I am also going to make my Mom read it!”
Where (and when) can our readers buy the book?
David N. Feldman, Esq: “The book can be pre-ordered at https://www.amazon.com/Regulation-Other-Alternatives-Traditional-IPO/dp/1119416159.”