When it comes to engineering shareholder numbers below the 500 trigger for SEC/SOX compliance, "Bankers don't understand the latitude they have," says partner Walt Moeling, IV.

Tender offers are best known, but shareholders rarely respond to requests to sell stock back to the bank, he says. Reclassification is the most popular of three main alternatives in that it doesn't force shareholders to give up their shares or force the bank to find cash to buy them out, as reverse stock splits and cash-out mergers entail. The bank must reclassify shareholders into new groups each with fewer than 500 members, but "they must have substantive differences," says Moeling. For instance, smaller shareholders might lose voting rights but gain extra dividends.