Capital Markets

Headquartered in New York City, with offices in Shanghai, Reid & Wise has a leading international capital markets practice, handling offering and issues for companies in US and China. Our clients include Issuers and Underwriters of Securities, Publicly Held Companies, Private Equity Funds, Venture Capital Funds, Institutional Investors and Stock Transfer Agents. In the face of the ongoing fluctuations in financial markets, we offer broad resources and reach to help plan and execute viable, innovative capital structures to Chinese corporate clients seeking to set foot into the U.S. capital markets.

Practice Highlights:

Initial Public Offerings (IPO)

We have helped qualified Chinese corporate clients go public in the U.S. capital markets through initial public offerings. With a group of talented professionals with legal backgrounds in both U.S. and Chinese securities law and extensive experience in U.S. and Chinese capital markets, our practices include:

• Leading and Designing pre-IPO corporate restructuring;
• Implementing restructuring plans;
• Drafting legal documentation including option plans for officers and directors, resolutions of shareholder meetings and directors meetings, and closing agreements for mergers and acquisitions;
• Preparing prospectuses and registration statements;
• Negotiating underwriting terms, legal risk factors and conditions;
• Advising on post-IPO periodic reporting requirements, SEC compliance.

With a deep understanding of the Chinese culture and our language advantage, we provide value-added service to our Chinese clients to better address their capital-market needs.

Alternative Public Offering (APO) and Private Investment of Public Equity (PIPE)

For some medium sized Chinese companies, we offer an APO solution which combines a reverse merger with a simultaneous private investment of public equity (PIPE), allowing Chinese companies an alternative to an initial public offering (IPO) as a means of going public while raising capital. In an APO, the transaction allows a company’s stock to be publicly traded following a merger or similar transaction with a publicly held shell company, as a listing vehicle, whereby the equity owners of the private company typically take control of the former shell company.

APO has various benefits over a traditional IPO. These benefits include lower cost, timesaving and less dilution of ownership of the shareholders. We help Chinese companies to make significant transitions to land on U.S. capital markets through APO solution, which ultimately allows Chinese to jump from OTCBB to a senior exchange market.

Blue Sky Laws and SEC compliance

The US Government and individual States regulate the sale of securities with an aim to protect individuals from fraudulent or overly speculative investments. We advises on compliance with these SEC obligations and Blue Sky Laws including Form F fillings, Annual Privacy Notices, Schedules 13D or 13G, Form 3, 4 and 5 fillings and Short Sale Reporting.

For up-to-date information and perspectives on capital-market related legal issues, please visit Reid & Wise’s resource center at www.uslawconsult.com.