A Clean Slate Inc (DRWN)

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Disadvantages of a Reverse Merger
Managers must conduct appropriate diligence regarding the profile of the investors of the public shell company. What are their motivations for the merger? Have they done their homework to make sure the shell is clean and not tainted? Are there pending liabilities (such as those stemming from litigation) or other "deal warts" hounding the public shell? If so, shareholders of the public shell may merely be looking for a new owner to take possession of these deal warts. Thus, appropriate due diligence should be conducted, and transparent disclosure should be expected (from both parties).

If the public shell's investors sell significant portions of their holdings right after the transaction, this can materially and negatively affect the stock price. To reduce or eliminate the risk that the stock will be dumped, important clauses can be incorporated into a merger agreement such as required holding periods. It is important to note that, as in all merger deals, the risk goes both ways. Investors of the public shell should also conduct reasonable diligence on the private company, including its management, investors, operations, financials and possible pending liabilities (i.e., litigation, environmental problems, safety hazards, labor issues). (For more, see Why Public Companies Go Private.)



Read more: Reverse Mergers: The Pros And Cons http://www.investopedia.com/articles/stocks/09/introduction-reverse-mergers.asp#ixzz4dxVhbpuv
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