How We Can Help You Complete Your RTO, Merger or Acquisition



We have assisted over 70 operating companies moving onto the OTC Bulletin Board. Many of these transactions were by way of acquisition of a shell company and the subsequent merger or acquisition of the operating company into that shell. These transactions are commonly referred to as a reverse merger, backdoor listing, reverse takeover or a RTO. We have also completed a a number of reverse takeovers of TSX Venture Exchange listed companies and assisted a number of clients in straight merger and acquisition transactions. Many of these transactions involved two or more legal jurisdictions, tight time frames and specific legal issues key to that particular transaction. There are very few cookie cut deals and often structure is key to protect the interests of everyone involved.

If you are thinking of going public through a reverse takeover you need to know what your options are in this area and what you are actually buying. Shell company finders and non-lawyer going public companies are unlikely to tell you everything you need to know. Their interests are very different than your interests. They want to sell you a shell and make money. You want a vehicle to help your company move forward with its business plans. You don’t want to be in the position of paying too much for a shell company or having purchased a huge liability. We have the experience to source, negotiate, review and structure your reverse takeover transaction to maximize your interests and long term goals. We know this area, who has shells, the history of the principals involved and the problems inherent in these types of transactions.

If you are looking to acquire an active company or business due diligence is key. In vetting companies for clients we have found many instances of: illegal share issuances; offside tax loans to principals; undisclosed lawsuits; undisclosed regulatory sanctions against the principals and or the company; improperly registered bankruptcy, patent and trademark documents; foreclosure proceeding imminent by lenders; contractual breaches key to preserving the assets of the company; undisclosed superfund registration; and other skeletons the other side has forgot to mention or considered “not important”. We have helped clients find solutions or worked on damage control in many of these instances when walking away was not an option.

Cross-border deals also carry their own issues related to the securities and tax laws of the different jurisdictions involved. Sometimes the solution here involves obtaining an exemption order, a no action letter, or leaving someone or something out of the transaction. Exchangeable shares are often part of the solution for US companies acquiring Canadian operating companies.

Contact our office for more information about how we can help you close your next RTO, merger or acquisition.


Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, British Columbia
V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
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