Early 21st-century Chinese reverse mergers

Last updated

Stock market board and daily stock price changes Stock Market Changes.png
Stock market board and daily stock price changes

Chinese reverse mergers within the United States are accountable for 85% of all foreign reverse mergers in the early 21st century. [1] A reverse merger, also known as a reverse takeover, is where a private company acquires a publicly traded firm or "shell company" that has essentially zero value on a registered stock exchange.[ citation needed ]

Contents

The shell company's securities since becoming dormant are not registered under the Securities Exchange Act of 1934, where transactions on the secondary market are monitored. [2] Reverse mergers in US markets and other countries had occurred in the past, but a large wave of Chinese companies came to the scene in the early 2000s.

At the beginning of the 21st century, China was still known as a developing country with about 1.26 billion citizens. [3] With the staggering population and a large majority of state-owned enterprises becoming privatized by the early 2000s, China was poised for substantial economic reform and growth.

For Chinese companies to expand and to be able to secure further financial capital investment, companies were seeking IPOs on the Shenzhen or Shanghai markets. In seeking these Chinese market IPOs, the long and much more stringent Chinese process could potentially take up to two and a half years at the rate of 10 companies a month being listed. [4]

Reasoning

Access to funding

For private Chinese firms looking to expand and obtain capital investment, they could only raise private forms of equity through private investors, venture capitalists, etc. A company with public status on a United States exchange would give them the ability to access much larger pools of public investments and an entry into the United States capital markets. Being listed on a United States exchange would also enhance companies' credibility, making it appear to investors that the companies are in compliance with the United States' corporate governance standards. [5]

Ease of obtaining public status

The process of obtaining public status through a reverse merger is much faster than that of an IPO, usually taking roughly 6 months instead of years.[ citation needed ] The sped-up process also helps the company cut many costs and avoids underwriting fees of an investment bank that is involved with an IPO procedure. Because the Chinese Government does not allow the SEC to oversee these businesses, they can progress relatively unimpeded. [5]

During the Great Recession

China's economic boom

Steep growth in the early 21st century for China as measured in Gross Domestic Product (GDP) China GDP.png
Steep growth in the early 21st century for China as measured in Gross Domestic Product (GDP)

After the financial crisis spread from the United States to China, China was one of the first to implement an economic stimulus plan to attract further investment through large amounts of government spending which was called seed funding. The plan was focused toward large manufacturing and civil infrastructure projects all with the ultimate goal of recovery growth when in presence of slowing exports. China approved subsidies and increased credit that stimulated private investment, showing the country was ready to rely less on government participation to encourage growth. [6]

Investment abroad

With the burst of Chinese Reverse Mergers, it was measured in 2012 that there was greater than 300 U.S. listed Chinese companies trading on U.S. exchanges. [2] With sales and earnings still growing while the majority of other places in the world were slowing, investors saw opportunity in these easy-to-purchase stocks. With the growth coming in China from the economic stimulus package, lucrative startups originating in mainland China were hard to invest in due to the restriction to foreigners being able to invest in China A-shares and the complicated process to obtain them through the Qualified Foreign Institutional Investor system. [7] Being listed on established U.S. stock exchanges made for an easy opportunity for abroad investors to purchase stock in prospective companies in which they saw growth in the emerging market sector.

Regulation, fraud, and stock price volatility

Regulation and secrecy laws

Seal of the U.S. Securities and Exchange Commission Seal of the United States Securities and Exchange Commission.svg
Seal of the U.S. Securities and Exchange Commission

The overwhelming main cause of why such a large influx of Chinese companies were easily able to enter the United States markets through these reverse mergers is that U.S. regulators are not able to investigate and monitor these companies under China's federal authority.

As for China, these companies registered on the US exchanges and not on the Chinese exchanges gives little incentive for Chinese regulators to oversee these firms’ actions due to the exchange location. For these companies, their audits are a source of controversy between the United States and Chinese governments. A US-based accounting firm cannot officially open an office in China, so they run the business through a foreign affiliate under the cover of a multinational enterprise.

An example of the complex system of the foreign affiliates is the case of US-based accounting firm Deloitte Touche when they were asked to exhibit the audits from the Shanghai affiliate by the U.S. Securities and Exchange Commission (SEC). Deloitte was bounded by Chinese secrecy laws in exhibiting the audits and elected to not. The Chinese Securities Regulatory Commission and Public Accounting Oversight Board are working on an agreement for greater oversight of these Chinese reverse merger companies. Even with the discussions of an agreement, the SEC is tightening the prerequisites needed for a company to pursue public status through a reverse merger. [2]

Fraud

As the Chinese companies gained access to the US markets through these reverse mergers, the majority of them were looking to make a quick profit. To make the companies look more attractive for potential investors, companies largely overstated revenue figures, inflated assets holdings, stated customers and employees that did not exist, and exercised other faulty business practices in relation to corporate governance that would easily misled investors. [2] [5]

The practice of fraud in these companies was a system feeding from top management and moving throughout the companies, with the understanding that the goal was to deceive and make a large profit. In recent studies on the effects of Chinese reverse mergers, Charles Lee and colleagues suggested that, in their research, the accounting fraud of these Chinese reverse merger (CRM) companies was so in depth that they could not expose the fraud when looking at data of three years since the initial public listing date. Further research displays that over 150 Chinese reverse merger companies on U.S. stock exchanges have exercised unethical/fraudulent business and accounting practices. [1]

Stock price volatility

For investors who have been exposed to the negative news and accusations that surrounded the CRM companies, their mistrust was a cause for large losses and price volatility of these stocks. Chinese reverse merger companies as of 2011 have seen a nearly 50% decrease in stock price. [2] One study in the China Journal of Accounting Research showed for the CRM companies in which fraud was potentially evident, their stock prices post accusations were extremely poor and none of the companies could recover to price levels seen prior to the accusations. 63.7% had continuing falling prices and only four observed firms even made it to greater than 70% of the former stock price. [8] A proper example of stock price volatility for these companies can be found with China Green Agriculture (CGA), where after a report by J Capital Research accusing the company of fraud due to the manipulation to the real value of the company, CGA's stock price plummeted 10% on the day of the report and fell from a starting of $9.05 to $4.45. [2]

Whistleblowing and short-sellers

As the problems in these CRM companies began to appear, a number of whistleblowers and accusers were prominent, mainly investment institutions, research groups, and individual analysts. Ten investment institutions came forward, including Absaroka Capital Management, [9] GeoInvesting, and Kerrisdale Capital. Research groups collectively accounted for 35 accusations, including Glaucus Research Group, International Financial Research & Association, Muddy Waters Research, Variant View Research, Citron Research, and Lucas McGee Research. Ten accusations came from individual analysts. From 2010 to 2011, it was noted that 62 CRM's were accused of fraud by these eventual short sellers.

Short-selling

With the intent of exposing faulty financial reporting on the CRM companies' behalf, whistleblowers began to aggressively short them. Their main purpose in researching these companies was to investigate into the suspiciously high growth in both accounts receivable, revenue, and profits. This was especially prevalent when comparing these numbers to industry competitors of the period and past financial history of the company. The lack of strong internal control by upper management, less than standard audit reports, and low levels of managerial shareholdings of these CRMs made them a target for short sellers looking to do financial investigative research. [8]

The short selling and fraud allegations of 62 CRM companies from 2010 to 2011 lead to a nearly 50% decrease in equity values of CRMs as a whole. [8] A look into the 12-month performance index by Bloomberg reveals that about 80 CRM stock prices peaked in November 2010 at around 200, then sharply declined to under 100 by the end of the year.

During this intense period of fraud allegations by short sellers, the SEC legally de-listed or halted the trading of more than 20 CRM companies in 2011. [2] [1] The consistent negative publicity surrounding the accused CRM companies had an also adverse effect on the stock prices of both accredited CRM firms and Chinese IPOs. Resulting from the halted trading and delisting of the various CRM firms from 2010 to 2011, all US-listed Chinese companies (both IPOs and CRMs) lost roughly 72% in market capitalization.[ citation needed ] As for the legal repercussions surrounding CRM companies, the SEC wrote a notice highlighting the potential dangers to investors accompanied with investing in CRMs. The notice also explained the reasons for de-listing or halting trading of firms that at the time had been recently investigated. The study in the China Journal of Accounting Research furthered showed that of 37 lawsuits initiated by law firms, there were only 7 settled cases resulting in a verdict and 20 unsolved cases without final verdicts. [8]

Related Research Articles

<span class="mw-page-title-main">Stock exchange</span> Organization that provides services for stock brokers and traders to trade securities

A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and traders can buy and sell securities, such as shares of stock, bonds and other financial instruments. Stock exchanges may also provide facilities for the issue and redemption of such securities and instruments and capital events including the payment of income and dividends. Securities traded on a stock exchange include stock issued by listed companies, unit trusts, derivatives, pooled investment products and bonds. Stock exchanges often function as "continuous auction" markets with buyers and sellers consummating transactions via open outcry at a central location such as the floor of the exchange or by using an electronic system to process financial transactions.

<span class="mw-page-title-main">Security (finance)</span> Tradable financial asset

A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.

<span class="mw-page-title-main">Stock market</span> Place where stocks are traded

A stock market, equity market, or share market is the aggregation of buyers and sellers of stocks, which represent ownership claims on businesses; these may include securities listed on a public stock exchange as well as stock that is only traded privately, such as shares of private companies that are sold to investors through equity crowdfunding platforms. Investments are usually made with an investment strategy in mind.

An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded.

<span class="mw-page-title-main">Sarbanes–Oxley Act</span> 2002 U.S. law regarding corporate accounting

The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations. The act, Pub. L. 107–204 (text)(PDF), 116 Stat. 745, enacted July 30, 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" and more commonly called Sarbanes–Oxley, SOX or Sarbox, contains eleven sections that place requirements on all U.S. public company boards of directors and management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.

<span class="mw-page-title-main">Short (finance)</span> Practice of selling securities or other financial instruments that are not currently owned

In finance, being short in an asset means investing in such a way that the investor will profit if the market value of the asset falls. This is the opposite of the more common long position, where the investor will profit if the market value of the asset rises. An investor that sells an asset short is, as to that asset, a short seller.

<span class="mw-page-title-main">Investment banking</span> Type of financial services company

Investment banking is an advisory-based financial service for institutional investors, corporations, governments, and similar clients. Traditionally associated with corporate finance, such a bank might assist in raising financial capital by underwriting or acting as the client's agent in the issuance of debt or equity securities. An investment bank may also assist companies involved in mergers and acquisitions (M&A) and provide ancillary services such as market making, trading of derivatives and equity securities, FICC services or research. Most investment banks maintain prime brokerage and asset management departments in conjunction with their investment research businesses. As an industry, it is broken up into the Bulge Bracket, Middle Market, and boutique market.

<span class="mw-page-title-main">Public company</span> Company that offers its securities for sale to the general public

A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public company can be listed on a stock exchange, which facilitates the trade of shares, or not. In some jurisdictions, public companies over a certain size must be listed on an exchange. In most cases, public companies are private enterprises in the private sector, and "public" emphasizes their reporting and trading on the public markets.

The 2003 mutual fund scandal was the result of the discovery of illegal late trading and market timing practices on the part of certain hedge fund and mutual fund companies.

A reverse takeover (RTO), reverse merger, or reverse IPO is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company.

Business valuation is a process and a set of procedures used to estimate the economic value of an owner's interest in a business. Here various valuation techniques are used by financial market participants to determine the price they are willing to pay or receive to effect a sale of the business. In addition to estimating the selling price of a business, the same valuation tools are often used by business appraisers to resolve disputes related to estate and gift taxation, divorce litigation, allocate business purchase price among business assets, establish a formula for estimating the value of partners' ownership interest for buy-sell agreements, and many other business and legal purposes such as in shareholders deadlock, divorce litigation and estate contest.

Securities fraud, also known as stock fraud and investment fraud, is a deceptive practice in the stock or commodities markets that induces investors to make purchase or sale decisions on the basis of false information. The setups are generally made to result in monetary gain for the deceivers, and generally result in unfair monetary losses for the investors. They are generally violating securities laws.

A special-purpose acquisition company, also known as a "blank check company", is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making the private company public without going through the initial public offering process, which often carries significant procedural and regulatory burdens. According to the U.S. Securities and Exchange Commission (SEC), SPACs are created specifically to pool funds to finance a future merger or acquisition opportunity within a set timeframe; these opportunities usually have yet to be identified while raising funds.

A direct public offering (DPO) is a method by which a company can offer an investment opportunity directly to the public.

An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while raising capital.

<span class="mw-page-title-main">Virtu Financial</span> Financial services company

Virtu Financial is an American company that provides financial services, trading products and market making services. Virtu provides product suite including offerings in execution, liquidity sourcing, analytics, broker-neutral, multi-dealer platforms in workflow technology and two-sided quotations and trades in equities, commodities, currencies, options, fixed income, and other securities on over 230 exchanges, markets, and dark pools. Virtu uses proprietary technology to trade large volumes of securities. The company went public on the Nasdaq in 2015.

Andrew Edward Left is an activist short seller, author and editor of the online investment newsletter Citron Research, formerly StockLemon.com. Under the name Citron Research, Left publishes reports on firms that he claims are overvalued or are engaged in fraud. Left is known for advising investors on short selling and has often appeared on various media outlets such as CNBC and Bloomberg to talk about his opinions on stocks. In 2017, Left was called 'The Bounty Hunter of Wall Street' by The New York Times.

<i>The China Hustle</i> 2017 American film

The China Hustle is a 2017 finance documentary produced by Magnolia Pictures and directed by Jed Rothstein. The documentary reveals systematic and formulaic decades-long securities fraud by Chinese companies listed on the US stock market.

Pre-IPO, pre-initial public offering is a late-stage for a private company to raise funds in advance of its listing on a public exchange.

References

  1. 1 2 3 Lee, Charles M.C., Li, Kevin K. and Zhang, Ran. (2014) Shell Games: Are Chinese Reverse Merger Firms Inherently Toxic?. Stanford Graduate School of Business Working Paper No. 3063. Available at: https://www.gsb.stanford.edu/faculty-research/working-papers/shell-games-are-chinese-reverse-merger-firms-inherently-toxic
  2. 1 2 3 4 5 6 7 Lang, Brittany; McGowan, John R. (December 2013). "Chinese Reverse Mergers: Accounting Fraud and Stock Price Collapse" (PDF). Journal of Forensic & Investigative Accounting. 5: 175–192.
  3. "China's Population and Development in the 21st Century". www.fmprc.gov.cn. Retrieved November 3, 2018.
  4. Barreto, Elzio. "Leapfrogging the IPO gridlock: Chinese companies get a taste for..." U.S. Retrieved November 3, 2018.
  5. 1 2 3 Bu, Qingxiu (2013) "The Chinese Reverse Merger Companies (RMCs) Reassessed: Promising but Challenging," Journal of International Business and Law: Vol. 12: Iss. 1, Article 3. Available at: http://scholarlycommons.law.hofstra.edu/jibl/vol12/iss1/3
  6. "Supporting China's Infrastructure Stimulus Under the INFRA Platform" (PDF). World Bank. June 2010. Retrieved November 3, 2018.
  7. Investopedia Staff (September 26, 2007). "A-Shares". Investopedia. Retrieved November 3, 2018.
  8. 1 2 3 4 Liu, Honqi; Xu, Nan; Ye, Jianming (June 1, 2015). "Short sellers' accusations against Chinese reverse mergers: Information analytics or guilt by association?". China Journal of Accounting Research. 8 (2): 111–131. doi: 10.1016/j.cjar.2015.02.002 . hdl: 10419/187637 . ISSN   1755-3091.
  9. "LIWA | Absaroka Capital Management, LLC" . Retrieved February 4, 2019.