Considering a reverse merger as a path to public markets? Our Manhasset attorneys specialize in reverse mergers, shell company transactions, and Form 211 filings for companies across Finance, Healthcare, Real Estate.
Our managing partner provides selective reverse merger law counsel to clients in Manhasset and nationwide, including:
We engage selectively with capitalized founders and investors in Manhasset and nationwide:
New York is the undisputed capital of M&A deal-making, home to the largest concentration of investment banks, private equity firms, and corporate acquirers in the world. Lower middle-market deals in the $1M-$50M range are driven by professional services consolidation, healthcare practice roll-ups, and technology company acquisitions. The city's dense business ecosystem creates fierce competition for quality targets, with PE-backed platforms actively seeking add-on acquisitions across the tri-state area.
New York's deal flow is the highest in the nation, but competition from well-capitalized PE firms means sellers often receive multiple offers. Buyers need experienced counsel to structure competitive bids while protecting their downside.
The New York metro area has over 200,000 businesses with employees, creating one of the deepest acquisition target pools in the country. The region's talent density and infrastructure make post-acquisition integration smoother than most markets.
New York's Bulk Sales Act (UCC Article 6) has been repealed, but buyers must still conduct thorough due diligence on successor liability under state tax law, as the Department of Taxation can hold buyers liable for a seller's unpaid taxes.
"A reverse merger can be the fastest path to public markets, but it can also be the fastest path to an SEC enforcement action if the shell company has undisclosed liabilities. The due diligence on the shell is more important than the due diligence on the operating company."
Enforceable with three-pronged reasonableness test
Entity mergers and conversions require filing with the New York Department of State. Tax clearance certificates are required for asset purchases (Form AU-196.10). New York City requires separate business filings for city-level taxes. Foreign entities must obtain authority to do business.
Submit your transaction details for a preliminary assessment by our managing partner.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Common questions from Manhasset clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsIn-depth guides to help you prepare for your transaction
State-by-state securities registration requirements and exemptions.
Read guideHow private companies can issue equity compensation under Rule 701.
Read guideFiling requirements for Regulation D offerings at the state level.
Read guideHow reverse mergers work and when they make sense as a path to going public.
Read guideRequirements for selling restricted and control securities.
Read guideOur managing partner provides selective reverse merger law counsel for transactions nationwide. Submit your transaction details for a preliminary assessment.
Submit transaction details for review. We engage selectively with capitalized buyers and sellers.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Selective M&A practice - Nationwide reach - Managing partner on every deal