Takeover

the iTopixs video on Blank Check companies. Prof. Gross Blank Check Problem. Takeover, Inc. is a Delaware corporation whose only stated purpose is to acquire companies. It has virtually no assets and no employees other than the original founders who contributed a total of $50,000. The founders are well known in the investment community and were formerly affiliated with a very successful investment banking firm called the Golden Socks. Takeover registers as a blank check company with the SEC and raises $410 million under a Section 5 IPO. After commissions and underwriting fees, it is left with $400 million. It trades on the NYSE at about $10/share, about $2 above the offering price. The founders allocate $50 million to operation of Takeover, e.g., for salaries, office space, travel expenses, research, consultants, attorneys, etc, in their search for a takeover target. Six months after completing the IPO, Takeover seeks to acquire Target LLC, a privately owned software company valued at about $350 million. Seventeen months after the IPO, Takeover and Target reach an agreement for selling the company Answer the following questions based on SEC Rule 419: 17 CFR 230.419: 1.Explain whether Takeover's use of $50 million for overhead, salaries, etc., is in accordance with Rule 419.            

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