Recent SEC Positions Threaten to Impact Biotech Reverse Merger Activity

Law360
6 minute read | January.30.2024

Reverse mergers have been an effective tool for biotech companies to access public markets in recent years, but recent SEC positions are threatening that path to going public.

In a new article for Law360, Orrick’s Stephen Thau, Albert Vanderlaan and George Pothoulakis explore new SEC developments.

They also provide steps for companies to consider when contemplating a reverse merger to avoid “shell company” status, including continuing product development for legacy programs or acquiring new programs as part of a structured transaction

Read the full article

Authors

Stephen Thau パートナー, Technology Companies Group, Life Sciences

New York; シリコン・バレー

See my bio

D:+1 212 506 5076
E: [email protected]

Practice:

Technology & Innovation Sector
Technology Companies Group
Life Sciences
Mergers & Acquisitions
企業ガバナンス
Capital Markets

vCard

See full bio

Stephen Thau パートナー

New York; シリコン・バレー

Stephen’s practice focuses on the representation of life science, medical device, health IT, and other technology companies in transactional matters, including public and private financings, licensing, collaborations and strategic alliances, and mergers and acquisitions. He also represents venture capital firms in public and private financing transactions.

Stephen is recognized as a Leading Life Sciences Lawyer by LMG Life Sciences in their 2021/2022 rankings and short-listed as Venture Capital Attorney of the Year. He has served as a member of the Board of Tech Council of Maryland, the leading technology and life science association in that state, and of BayBio, Northern California’s leading life sciences association. Stephen is a frequent speaker on venture capital financings and served on the faculty at the 2005 and 2007 Emerging Entrepreneurs workshops at Stanford University.

Prior to joining Orrick, Stephen was a partner at Morrison & Foerster, Venture Law Group and Heller Ehrman. He began his legal practice as a litigator, focusing on securities and intellectual property. ;He also served as a law clerk to the Hon. Vaughn R. Walker in the United States District Court in the Northern District of California. Stephen graduated Order of the Coif from Stanford Law School, where he was managing editor of the Stanford Law Review, and graduated magna cum laude from Harvard College in Biology.

Albert Vanderlaan パートナー, Capital Markets, 企業ガバナンス

Boston

See my bio

D:+1 617 880 2219
E: [email protected]

Practice:

Technology & Innovation Sector
Capital Markets
企業ガバナンス
Technology Companies Group
Life Sciences
Special Purpose Acquisition Companies (SPACs)
Mergers & Acquisitions

vCard

See full bio

Albert Vanderlaan パートナー

Boston

Albert is involved in a broad range of corporate legal engagements for high growth technology companies, including IPOs, follow-on public offerings, private and public company securities law compliance matters, public company disclosure obligations, de-SPAC transactions, SPAC IPOs, venture financings and mergers and acquisitions. He also regularly advises public and private companies and their boards of directors on corporate governance issues.

Albert's clients include public and private companies in technology, automotive, Internet related industries, real estate, finance and the life sciences (including, among others, immuno-oncology, gene therapy, restorative cell therapy and medical device companies). He also represents underwriters in initial public offerings, follow-on offerings and PIPE offerings and venture capital firms in a variety of investment transactions.

Albert was named to the Deal’s Top Rising Stars 2021 list, which recognizes top new partners at U.S. law firms who are “doing spectacular work in the field of deal-making and who have continued to progress in their career despite the obstacles put in front of them.”

George Pothoulakis シニア・アソシエイト

Boston

See my bio

D:+1 617 880 1821
E: [email protected]

vCard

See full bio

George Pothoulakis シニア・アソシエイト

Boston

George advises start-up, emerging growth and public companies, as well as a number of leading venture capital firms, in all areas of general corporate/securities law and in a variety of different transactions (ex. venture financings, M&A and public offerings). His practice spans the entire corporate lifecycle, from inception to exit/liquidity, and includes the representation of companies from various industries (ex. biotech, pharma, digital health, consumer internet and software). George regularly serves as principal outside counsel to his clients and takes great pride in providing them with thoughtfully tailored advice on complex corporate and strategic matters.

In addition to his extensive experience in private practice, George recently served as Director & Senior Counsel of the Boehringer Ingelheim Venture Fund, where he oversaw and supported all legal aspects of the venture fund's investment activities in the United States and Canada. During his time there, George also supported the venture fund's parent pharma company as lead counsel in several global financing and M&A transactions.

During law school, George was Executive Editor of the Washington University Law Review and also served as a Judicial Extern to the Honorable Kim McLane Wardlaw at the United States Court of Appeals for the Ninth Circuit.