Reverse Merger Attorney • New York, New York

Reverse Merger Attorney in New York

By · Managing Partner
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New York is the center of U.S. capital markets activity, and reverse mergers here involve the highest concentration of SEC scrutiny, institutional investor expectations, and regulatory complexity in the country. Acquisition Stars handles the M&A side of reverse merger engagements and works with securities counsel on the securities work these transactions involve.

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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 New York 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

What is a Super 8-K and why does it matter in a reverse merger?
The Super 8-K effectively transforms what might seem like a simple merger filing into a comprehensive public company disclosure document. Failure to file a complete and accurate Super 8-K can result in SEC enforcement action, trading suspensions, and delisting.
How do stock exchange seasoning rules affect reverse merger listings?
Both NYSE and Nasdaq impose seasoning requirements on companies that become public through reverse mergers or shell company transactions. The practical effect is that a reverse merger does not provide immediate access to a major exchange listing.
What are the risks of acquiring a public shell company in New York?
The operating company's management should also assess the ongoing costs of public company compliance (audit, legal, D&O insurance, SEC reporting) before committing to the reverse merger path.
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 New York, 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 New York?
Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.

Need Specific Guidance?

Submit your transaction details for a preliminary assessment.

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Ready to Discuss Your Deal?

Submit the core transaction details to request an engagement assessment.

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The New York M&A Market

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.

Top M&A Sectors

  • Professional Services
  • Healthcare
  • Technology
  • Financial Services
  • Media & Entertainment

Deal Environment

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.

Why Acquire Here

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 Legal Considerations

In a New York bulk sale, a purchaser who pays the seller without following the Tax Department's procedures may be held liable for the seller's unpaid sales and use taxes. (N.Y. Dept. of Taxation and Finance, Bulk Sales)

Why New York Clients Work With Us

Our deep experience with New York's complex regulatory environment makes us the ideal partner for the M&A side of transactions in the city. We work with securities counsel on the securities work.

New York M&A Market Insight

New York's reverse merger market is shaped by its proximity to the SEC's Division of Corporation Finance, the major stock exchanges (NYSE and Nasdaq), and the institutional investor community that evaluates these transactions. Reverse mergers have evolved significantly since the SEC tightened rules following the Chinese reverse merger wave of the late 2000s. Today's transactions face heightened disclosure requirements, seasoning rules for listing on major exchanges, and increased scrutiny from auditors and transfer agents. Shell company due diligence, Super 8-K filing requirements (which effectively require the same level of disclosure as an IPO), and compliance with SOX internal controls are all part of the legal landscape. New York also has the highest concentration of securities litigation plaintiffs' firms, which means public company status through a reverse merger carries ongoing litigation risk that must be managed through proper disclosure and governance from day one.

Common Deal Scenarios

1

Domestic Operating Company Reverse Merger into Shell

A private operating company merging into a public shell company to achieve listed status. The SEC's rules on shell company acquisitions mean this is not a shortcut to public status. It requires the same disclosure rigor as a traditional IPO.

2

Foreign Private Issuer Reverse Merger for U.S. Listing

Foreign companies seeking U.S. capital markets access through a reverse merger face additional layers of complexity. The choice between registering as an FPI (with modified reporting obligations) or a domestic issuer has significant ongoing compliance implications.

3

SPAC Alternative and De-SPAC Transaction

While technically distinct from traditional reverse mergers, de-SPAC transactions share structural similarities and face overlapping SEC scrutiny. The SEC's 2024 rules on SPACs and shell companies have increased the regulatory burden on these transactions.

Why New York for M&A

New York's position as the center of U.S. capital markets makes it the natural venue for reverse merger transactions. The concentration of securities lawyers, auditors, transfer agents, investor relations firms, and institutional investors creates an ecosystem that supports these deals but also imposes high standards of execution. Firms that treat reverse mergers as a regulatory shortcut expose their clients to enforcement risk and market consequences.

Local Market Context

New York M&A Market

New York-Newark-Jersey City, NY-NJ-PA MSA · MSA population 20.1M

MSA Population (2024)

20.1M

U.S. Census Bureau

Top Industry Concentration

  1. 1financial services and investment banking
  2. 2media and entertainment
  3. 3professional and business services

New York is the dominant US M&A market, anchored by financial services, private equity, and investment banking concentration on Wall Street. The metro drives the largest deal volumes by dollar value of any US city, with heavy mid-market and large-cap activity across financial services, media, technology, and real estate. Cross-border deal flow is substantial, given the metro's role as the primary gateway for international capital entering US markets.

Major New York Employers and Deal Anchors

  • JPMorgan Chase
  • Goldman Sachs
  • Citigroup
  • Bloomberg
  • Verizon
  • NYU Langone Health

Transit and Logistics

JFK, LaGuardia, and Newark Liberty airports provide major international air connectivity. Port of New York and New Jersey is the largest port on the East Coast. Dense transit infrastructure supports professional service concentration in Manhattan.

Recent New York Deal Signal (2024-2025)

Private equity deal activity in the New York metro remained elevated in 2024-2025, with notable middle-market financial services and technology platform consolidations driven by firms headquartered in Midtown Manhattan.

Source (accessed 2026-04-27)

New York Legal Considerations for Reverse Merger Law

Key New York Considerations

New York Federal Courts

Federal districts: S.D.N.Y., E.D.N.Y., N.D.N.Y., W.D.N.Y.

New York M&A Market Context

New York City is the top U.S. M&A market by deal volume, with Wall Street serving as the center of large-cap and private equity M&A transactions across all industries.

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 New York

Acquisition Stars represents clients across New York and nationwide.

reverse merger attorney in Los AngelesArlington reverse merger attorneyserving KirkwoodAustin reverse merger attorneyreverse merger attorney in IndianapolisAventura reverse merger attorney

Don't see your city? View all Reverse Merger Attorney service areas or Request Engagement Assessment.

Related Services in New York

Other Services in New York State

Statewide and Nearby Markets

Helpful Resources

Attorney perspective on reverse merger attorney matters in New York

Alex Lubyansky, Managing Partner at Acquisition Stars
"Seller financing is a huge buzzword. Run analytics on where your inbound comes from and you'll see it. Speak publicly about seller financing and you will attract a massive amount of interest. The trouble is, the same buzzword attracts unqualified buyers. People without intent. People without funding. People without the ability or desire to actually move forward. I love the idea, and I love the possibility of a creative structure. But it's far less likely than the internet would have you believe. The unicorn opportunity that's completely seller financed, runs hands off, and flips at a massive multiple in months... that math doesn't really make sense. You see it constantly online because it works as a way to attract a large amount of interest. Just not necessarily qualified interest."
Alex Lubyansky, Managing Partner On financing (warning) (Leo Landaverde M&A Podcast)

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

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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.