How To Do a Reverse Merger Into a Public Shell Company in 9 Not So Easy Steps. Or SPAC in 10!

When it’s time for a private company to go public, or the board of directors determines that fundraising is needed on a large scale, an IPO is not the only option. There’s also a less-well-known and, until recently, less-well-respected option: a reverse merger into a public shell. It is often called an Alternative Public Offering (APO).

This reverse takeover process, which can be faster and cheaper than a traditional Initial Public Offering, is growing in popularity.

Scott Jordan (no relation to InterimExecs’ CEO Robert Jordan), an investment banker and CFO who spent 30+ years working in biotech, engineered a reverse merger of a biopharma company in 2019. He says that while the coronavirus caused capital flow interruptions, investors in the private markets are still providing capital to companies with novel or scientifically validated biotechnology companies.

That means reverse mergers and PIPEs (Private Investment in a Public Entity) can still raise money needed to complete their deals. He estimates that about 20 biotech firms debuted in the public markets last year as a result of reverse mergers and the number is on track to repeat in 2020, despite the virus.

But let’s back up and begin at the beginning.

The Case for Hiring Part-Time or Fractional Executives

It seems like every business owner dreams of achieving major traction in the marketplace. That fast track growth, however, often comes at a cost. Things get taped together. There’s no process to speak of. Systems? Ha. Things go missing, including clients and team members. Lack of resources means that even the crown jewel, the company’s ability to out-innovate, may be put on hold just to keep up.

When a company grows faster than the capabilities of the leadership team, the end result is often a splat: the company hits the wall.

Smart fast-growing companies have started looking to part-time or fractional executives to provide c-suite leadership, mentorship, and the operational upgrades needed to help a company break through the ceiling to growth.

Fractional executives bring the fresh perspective of experienced c-level executives quickly and affordably. With a focus on getting results, companies find that renting the rock star exec outweighs getting 100 percent of the time of a lesser light.

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Supporting Your Team Through Tumultuous Times

When teams struggle, it affects their productivity and the company’s bottom line. As part of a research team that evaluated the effects of another “Black Swan” event, Hurricane Katrina, I can draw direct inferences from those effects to the impact of COVID-19 and the time that it will take teams to recover.

We know how important this issue is because we hear the refrain from business owners and executives every day: You’re exhausted. Your teams are exhausted. And you worry that there’s far more under the surface, things your teams are experiencing  that they’re  just not talking about.

Chances are, you’re right.

Do you know whether your team might be experiencing these effects?

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Navigating a Family Business Through the Generations

Growing up with sisters, I longed for a brother. No such luck.

But when I got into the world, I got close to my cousins Keith and Craig Landy, and they became as close as brothers to me. The bonus with my Landy brothers was that they were growing a fascinating family-owned business, Germfree Labs, that I got to watch, and eventually help strategize over.

Germfree is a world leader in manufacturing glass and steel enclosures that contain biological, chemical, and nuclear stuff – think of the most toxic or nasty substances, and Germfree’s the go-to supplier, serving the US Army, NIH, thousands of commercial, government, and hospital customers with products ranging from small gloveboxes you stick your hands in, to fully mobile labs transportable anywhere in the world.

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Private Equity Looks to Operational Leadership in Hyper Competitive Markets

Private equity funds are entering a new phase that requires new tactics to be successful against many alternative sources of funds. With a vast reservoir of dry powder – $1.5 trillion waiting to be deployed – PE funds seeking the whip hand will build and pivot while the economy is reinventing and reviving in 2021 and 2022. But what worked in the past won’t work in the future. Moving forward, adding value will require more attention to management fit for the purpose of rapidly transforming portfolio companies.

“Every good private equity professional will tell you that the most important factor behind a successful investment is the management team,” said Eric Jones, a partner and member of the corporate and private equity groups at Detroit law firm Honigman LLP. Jones was a speaker at the University of Michigan Private Equity Conference held virtually in September 2020 and attended by InterimExecs. “You can have even market share, but without a very strong management team, it’s not going to be sustained. The business isn’t going to grow and the investment piece isn’t going to be realized,” he said.

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The 6 Biggest Mistakes Companies Make

“Success has many fathers, but failure is an orphan” is a quote commonly attributed to John Kennedy as he accepted responsibility for the Bay of Pigs fiasco. The idea, however, is an old one. Roman historian and politician Tacitus said that, “This is an unfair thing about war: victory is claimed by all, failure to one alone.”

When things are going well, it’s easy to share credit as a team. When things go sideways, buck-passing and finger-pointing rule the day. Success has many fathers, but for companies, so does failure. The thing about business is that it is always about the people, the process, and systems already in place. And those can fail over time, even at the most successful organizations. Errors, however, can actually help a business move forward – if the problem is identified and fixed. It’s how the owner and management team respond to those mistakes, misses, omissions — or even complacency — that can make all the difference.

InterimExecs surveyed interim leaders from around the world for our 2020 Interim Executives Survey. In addition to asking executives about who’s hiring them and the roles they’re taking on, we asked executives for insights into “The Biggest Mistakes Companies Make.” While their responses varied, clear themes emerged in the areas of leadership, operations, human capital, strategy, financials, and change initiatives. Focusing on these fundamentals is a good starting point for any struggling business.

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Healthcare Executives Tackle Big Provider and Hospital Issues

COVID-19 has caused unprecedented disruptions to the healthcare sector. Since the pandemic hit, hospitals and providers have had to deal with a surge in very sick, high-intensity patients while also having to shut down a huge portion of their traditional business. As non-urgent visits and procedures were cancelled, overall surgeries and hospital admissions plummeted. The combination of lower patient volumes, cancelled elective procedures, and higher expenses tied to the pandemic have created a financial crunch for hospitals, which are expected to lose $323 billion this year, according to a report from the American Hospital Association.

These drastic developments come at a time when the healthcare industry is already grappling with challenges posed by the digital transformation happening around electronic health record (EHR) implementation, Meaningful Use (MU) standards, HIPAA compliance, and the CMS’s Interoperability and Patient Access rule. The result is a reckoning throughout the country’s healthcare infrastructure, with a need for rapid changes and new thinking.

Everybody might be in the red right now, says RED Team member John Winenger, a veteran healthcare executive. “But how much is going to come back is the big question that everybody’s rapidly trying to assess.”

We spoke to Winenger and Michael Kreitzer, an expert hospital Interim CIO, about the biggest challenges providers and hospitals are facing, where healthcare goes from here, and the moves organizations can make—including bringing in outside help—to get out of the red and back into the black.

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What are the Benefits of Interim Managers?

The only certainty in business is change. But change is accelerating, less predictable, and increasingly, beyond the control of organizations. As technology and unforeseen events continue to drive exponential change, businesses that can’t keep up risk being left behind.

Companies struggling to generate growth and stay relevant amid rapid transformation often look to new leadership. A growing number of companies are also looking to a different kind of leader—one who specializes in change and embraces the challenge of helping companies solve their biggest issues. Enter the interim executive, a new breed of on-demand leadership that brings outside perspective, cutting-edge thinking, veteran experience, and a laser focus on results.

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How to Communicate Powerfully in a World of Zoom

“More than anything else…people want to hear stories!”
― James Rosebush, Winning Your Audience: Deliver a Message with the Confidence of a President

James Rosebush knows a thing or two about effective communication. A former senior aide to President Ronald Reagan, known as “The Great Communicator,” James is a coach of public speaking who has given hundreds of speeches to audiences worldwide. In his latest book, Winning Your Audience: Deliver a Message with the Confidence of a President, James draws on his decades of experience working with presidents, politicians, and business leaders to teach others the art of impactful oration. One reviewer called Winning Your Audience “the new bible for public speaking.”

InterimExecs spoke with James about his experience working with President Reagan, the new challenges facing leaders, how Millennials’ can advance their careers, the way to command an audience even when you’re not in the same room together, and how to overcome fear of public speaking.

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What is the Role of Human Resources During a Crisis?

Can “good” HR be a strategic advantage in a crisis?

Through the largest and longest bull market in history, many business leaders continued to dismiss the human resources (HR) function as an operational, and largely administrative function. HR’s activities can appear to be – and often are – disconnected from the “real work” of an organization. But effective HR leadership is so much more, and can be a strategic advantage as businesses deal with the COVID pandemic. Let’s unpeel the several roles of HR to better understand how it can contribute.

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