UPDATE: SEC's Aguilar Sounds Alarm On Backdoor Mergers
April 04 2011 - 1:59PM
Dow Jones News
The U.S. Securities and Exchange Commission is investigating the
"disturbing trend" of Chinese and other companies registered
through backdoor mergers with dormant shell companies, an SEC
commissioner said Monday.
In prepared remarks at an investors conference, Luis Aguilar
said he is increasingly concerned about the proliferation of small
private companies that elect to merge with public shell companies
in lieu of more rigorous methods of becoming public, such as a
traditional initial public offering.
"While the vast majority of these companies may be legitimate
businesses, a growing number of them have accounting deficiencies
or are outright vessels of fraud," Aguilar said at a Council of
Institutional Investors conference here.
Since January 2007, there have been 600 backdoor registrations,
with more than 150 from in and around China, Aguilar said.
Aguilar noted that two companies, the jewelry manufacturer Fuqi
International and the equipment maker RINO International, were once
highly ranked by Investors Business Daily as top investments. But
Fuqi had to restate its earnings and was delisted last week while
RINO admitted that at least two of its manufacturing contracts
didn't exist, Aguilar said.
He also noted that the SEC on Friday suspended trading in
another Chinese company, China Changjiang Mining & New Energy
Co., that became public in the U.S. through a Nevada-based
shell.
In addition, Nasdaq and the American Stock Exchange have
recently suspending trading in a number of these companies, he
said.
The SEC's enforcement and corporation-finance divisions have
established a task force to conduct a wide-scale investigation into
how networks of U.S. accountants, lawyers and bankers have helped
bring scores of Chinese companies onto the U.S. stock markets,
people familiar with the situation have said. Aguilar acknowledged
the task force in his remarks, saying it has already produced
results and would continue to do so.
The use of backdoor mergers by Chinese companies has raised at
least two issues, Aguilar said.
First, he noted that there appears to be "systematic concerns"
with the quality of the auditing of the firm's financial reporting.
Citing a study by the Public Company Accounting Oversight Board,
Aguilar said many U.S. accounting firms appeared to signing off on
accounting opinions based solely on work performed by Chinese audit
companies, without independent work to ensure the Chinese
information is reliable.
Secondly, even though these foreign companies are registered in
the U.S., Aguilar warned there are limitations on the ability of
regulators to enforce the securities laws and for investors to
recover losses tied to fraudulent disclosures.
PCAOB Chairman James Doty, who also spoke at the conference,
said there are "significant risks" associated with audits of
operations of U.S. companies in China, which fail to adhere to
"even simple audit maxims."
"If Chinese companies want to attract U.S. capital for the long
term, and if Chinese auditors want to garner the respect of
investors, they need the credibility that comes from being part of
a joint inspection process that includes the U.S. and other
similarly constituted regulatory regimes," Doty said. "In light of
these risks, the PCAOB's inability to inspect the work of
registered firms from China is a gaping hole in investor
protection."
-By Andrew Ackerman of Dow Jones Newswires; 202-569-8390;
andrew.ackerman@dowjones.com