Reverse Merger Attorney • Los Angeles, California

Reverse Merger Attorney in Los Angeles

By · Managing Partner
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A reverse merger is a transaction in which a private company merges with an existing public shell company and its owners take control of the combined public company. A reverse merger attorney in Los Angeles handles the deal side of that transaction: diligence on the shell, the merger agreement and the closing. Acquisition Stars handles the M&A side of reverse merger engagements and works with securities counsel on the SEC and California securities compliance work.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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What We Do

Acquisition Stars handles reverse merger work for buyers and sellers in Los Angeles and across the country. Here is what that looks like:

  • M&A structuring and negotiation of reverse merger transactions and shell acquisitions
  • Clean shell due diligence and verification
  • Corporate clean-up and redomestication
  • Coordination with securities counsel on Form 211 applications and quotation on OTC Markets
  • Coordination with securities counsel on reverse merger financing and PIPE offerings
  • Coordination with securities counsel on S-1 or Form 10 registration statements
  • Coordination with securities counsel on change of control filings and reporting
  • Coordination with securities counsel on OTCQB uplisting post-reverse merger

Who We Serve

We work best with people who know what they want and are ready to move:

  • Private companies seeking faster public market access
  • International companies entering U.S. public markets
  • Companies unable to complete traditional IPOs
  • Companies seeking lower-cost public listing alternatives
  • Operating companies acquiring clean shell companies
  • Companies pursuing Form 211 transactions

See If Your Transaction Is a Fit

Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.

Request Engagement Assessment Call (248) 266-2790

What Happens After You Submit

We don't take every matter. Here is what happens when you reach out.

1

Personal Review (Within 24 Hours)

Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.

2

Fit Assessment

We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.

3

Initial Conversation

If there is alignment, we schedule a call to discuss your transaction, timeline, and objectives.

4

Clear Engagement Terms

Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure.

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Donald Hateley serves as Of Counsel to Acquisition Stars on securities law matters.

M&A counsel. Nationwide. LOI through closing.

Request Engagement Assessment

Alex reviews each inquiry. If there is alignment, you will hear back within one business day.

Please do not include confidential information in this form. Submitting this form does not by itself create an attorney-client relationship. Privacy Policy

Frequently Asked Questions

Common questions from clients

How is a reverse merger different from a SPAC for a Los Angeles company going public?
A SPAC raises capital in its own IPO and then uses that capital to acquire a private company, so the private company gains both listed status and capital in a single transaction. A reverse merger achieves listed status but does not raise capital directly. The private company's shareholders exchange their equity for public company shares, giving them liquidity access, but the transaction itself does not fund the business. For Los Angeles companies that need growth capital in addition to public status, a reverse merger paired with a concurrent PIPE offering is a common structure. The PIPE provides the capital, and the reverse merger provides the listed vehicle.
What California-specific compliance obligations apply after a reverse merger?
California does not automatically exempt all federally registered securities from state review.
What can I expect during an initial consultation?
During a confidential initial consultation, we discuss your transaction, review your current situation, assess challenges specific to California, and outline a path forward. We explain our process, answer your questions, and determine whether we are the right fit.
Do you work with companies outside of Los Angeles?
Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.

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Ready to Discuss Your Deal?

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The Los Angeles M&A Market

Los Angeles drives M&A activity across entertainment, technology ('Silicon Beach'), healthcare, and manufacturing sectors. The region's massive consumer market and port infrastructure make it a hub for e-commerce, logistics, and consumer products acquisitions. LA's diverse economy supports deal flow across every industry vertical, from post-production companies to aerospace suppliers.

Top M&A Sectors

  • Entertainment & Media
  • Technology
  • Healthcare
  • Consumer Products
  • Aerospace & Defense

Deal Environment

LA's sprawling geography creates micro-markets where deal dynamics vary significantly - a manufacturing business in the Inland Empire trades very differently from a tech startup in Santa Monica. Understanding these sub-market dynamics is critical for accurate valuation.

Why Acquire Here

Los Angeles County alone has over 250,000 employer businesses, and the region's GDP exceeds that of most countries. The entertainment industry's shift to streaming has created significant M&A activity in content, technology, and production services.

Why Los Angeles Clients Work With Us

We understand the unique needs of LA's entertainment, technology, and e-commerce sectors, providing specialized guidance for companies pursuing public offerings and M&A transactions.

Los Angeles M&A Market Insight

Los Angeles-area companies exploring this path include entertainment technology platforms, cannabis-adjacent businesses seeking public capital, media companies, and growth-stage technology firms that find the SPAC market too expensive or the traditional IPO timeline too long. The SEC treats reverse mergers as IPO equivalents for disclosure purposes. The Form 10 is an alternative to the reverse merger structure that some California companies use to register securities directly with the SEC without a shell acquisition. It requires the same disclosure depth as a Super 8-K but avoids the operational and legal history of any shell company. Alex advises on the M&A side of this decision, including which structure best fits the company's capital needs and timeline, and works with securities counsel on the SEC registration analysis for each path. California's blue sky laws impose state-level registration or exemption requirements on securities offerings that occur in connection with or following the reverse merger, adding a layer that out-of-state counsel often misses.

Common Deal Scenarios

1

Technology or Entertainment Company Reverse Merger into Clean Public Shell

A Los Angeles-based technology or entertainment company merging with a public shell to achieve OTC or national exchange listing. The merger agreement, share exchange ratios, and Super 8-K preparation all require experienced securities counsel. California blue sky compliance for any concurrent capital raise must be coordinated with the federal disclosure timeline.

2

Form 10 Registration as Alternative to Reverse Merger

For Los Angeles companies that want public reporting status without acquiring a shell company, the Form 10 is a direct registration alternative. The company files a comprehensive registration statement with the SEC covering its business, financial statements, MD&A, and risk factors. Upon effectiveness, the company becomes a public reporting entity without the operational history or potential liabilities of a predecessor shell.

3

Post-Merger OTC Markets Tier Upgrade and SEC Compliance

After completing a reverse merger or Form 10 registration, Los Angeles companies must meet ongoing public reporting obligations and, if seeking an upgrade from the OTC Pink market to OTCQB or OTCQX, must satisfy the applicable tier's financial and corporate governance standards.

Why Los Angeles for M&A

Los Angeles is home to a dense concentration of companies exploring non-traditional paths to public markets, from entertainment technology platforms to cannabis businesses to growth-stage SaaS companies. Shell due diligence and the merger agreement are part of the M&A side of this kind of Los Angeles engagement.

Local Market Context

Los Angeles M&A Market

Los Angeles-Long Beach-Anaheim, CA MSA · MSA population 13.2M

MSA Population (2024)

13.2M

U.S. Census Bureau

Top Industry Concentration

  1. 1entertainment and media
  2. 2international trade and logistics
  3. 3technology and aerospace

Los Angeles M&A activity is shaped by the intersection of entertainment and media, technology, and trade. The ports of Los Angeles and Long Beach together form the busiest container port complex in the Western Hemisphere, driving logistics and supply chain deal activity. Entertainment industry consolidation, streaming platform acquisitions, and tech-adjacent deals are consistent drivers of mid-market and large-cap M&A in this metro.

Major Los Angeles Employers and Deal Anchors

  • Walt Disney Company
  • NBCUniversal
  • Northrop Grumman
  • Kaiser Permanente
  • SpaceX
  • Netflix

Transit and Logistics

The metro is a critical transpacific trade gateway.

California Legal Considerations for Reverse Merger Law

Non-Compete Laws

Under California Business and Professions Code Section 16600, except as that chapter provides, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void. (Cal. Bus. & Prof. Code 16600)

Filing Requirements

Under California Commercial Code Section 6105, at least 12 business days before the date of a bulk sale, a notice governed by that section must be recorded in the office of the county recorder in the county or counties in California in which the tangible assets are located and, if different, in the county in which the seller is located. (Cal. Com. Code 6105)

Key California Considerations

  • California's broad ban on non-competes voids agreements regardless of where or when they were signed. (Cal. Bus. & Prof. Code 16600.5) A foreign choice-of-law clause is voidable by an employee who primarily resides and works in California. (Cal. Lab. Code 925) A worker who wins a challenge to a void non-compete can recover attorney fees and costs. (Cal. Bus. & Prof. Code 16600.5)
  • California gives the spouse who operates a community property business primary management and control under Cal. Fam. Code 1100, but that spouse must give the other spouse prior written notice before selling all or substantially all of the business personal property. (Cal. Fam. Code 1100) Both spouses must join to sell community real property. (Cal. Fam. Code 1102)

California Federal Courts

Federal districts: N.D. Cal., E.D. Cal., C.D. Cal., S.D. Cal.

California M&A Market Context

California anchors U.S. technology M&A with Silicon Valley and Los Angeles as the dominant deal-flow centers; cross-border transactions and venture-backed exits drive the market.

Guides and Resources

In-depth guides to help you prepare for your transaction

Blue Sky Laws: State Securities Guide [2026]

State-by-state securities registration requirements and exemptions.

Read guide

Rule 701 Exemption Guide

How private companies can issue equity compensation under Rule 701.

Read guide

Regulation D Blue Sky Filing Guide

Filing requirements for Regulation D offerings at the state level.

Read guide

Reverse Mergers Explained

How reverse mergers work and when they make sense as a path to going public.

Read guide

SEC Rule 144: Stock Sale Requirements

Requirements for selling restricted and control securities.

Read guide

Other Service Areas Near Los Angeles

Acquisition Stars represents clients across California and nationwide.

serving New YorkArlington reverse merger attorneyserving KirkwoodAustin reverse merger attorneyreverse merger attorney in IndianapolisAventura reverse merger attorney

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Related Services in Los Angeles

Statewide and Nearby Markets

Helpful Resources

Attorney perspective on reverse merger attorney matters in Los Angeles

Alex Lubyansky, Managing Partner at Acquisition Stars
"Together, they were discounted for complexity. Separated, they are more digestible for strategic buyers or public markets."
Alex Lubyansky, Managing Partner On separating entangled business structures before M&A and capital markets transactions (TheWrap)

M&A counsel Buy-side and sell-side representation Admitted in Michigan, practicing nationwide

Editorial review: . Read full bio

Ready to Talk About Your Deal?

Donald Hateley serves as Of Counsel to Acquisition Stars on securities law matters. Tell us about your transaction and we will let you know if there is a fit.

Request Engagement Assessment Call (248) 266-2790

LOI through closing. Nationwide. M&A counsel.