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NYSE IPO Guide NEW YORK STOCK EXCHANGE STOCK NEW YORK IPO Guide, Second Edition IPO Guide, Second NYSE IPO GUIDE For an electronic version of the NYSE IPO Guide, please go to: www.nyx.com/ipo-guide 83458_cvr_ptg01_hires.indd 1 19/08/13 7:41 PM Publisher Timothy Dempsey Consulting publisher Brian Curran, NYSE Editorial and Production Services PreMediaGlobal Consulting editors Nicolas Grabar, Sandra L. Flow and John Palenberg Cleary Gottlieb Steen & Hamilton LLP NYSE IPO Guide, Second Edition, is published by Caxton Business & Legal, Inc 27 N Wacker Drive, Suite 601 Chicago, IL 60606 United States Tel +1 312 361 0821 Fax +1 312 278 0821 www.caxtoninc.com Printed by RR Donnelley ISBN 978-0-615-84229-5 NYSE IPO Guide, Second Edition, © 2013 Caxton Business & Legal, Inc Copyright in individual sections rests with the co-publishers. No photocopying: copyright licenses do not apply. DISCLAIMER This guide is written as a general guide only. It should not be relied upon as a substitute for specific legal or financial advice. Professional advice should always be sought POTENTIAL UNLOCKED... before taking any action based on the information provided. Every effort has been made to ensure that the information in this ON THE BIGGEST STAGE guide is correct at the time of publication. The views expressed in this guide are those of the authors. The publishers and IN BUSINESS authors stress that this publication does not purport to provide investment advice; nor do they accept responsibility for any errors or omissions contained herein. Tableau Software (NYSE: DATA) The NYSE IPO Guide, Second Edition, contains summary information about legal and regulatory aspects of the IPO process When a company goes public on the NYSE, it is joining the premier global exchange and beginning a and is current as of the date of its initial publication (August 16, 2013). Although partnership that will continue far beyond the opening trade. the NYSE IPO Guide may be revised and updated at some time in the future, the Opportunities only offered by a NYSE listing: NYSE does not have a duty to update the information contained in the NYSE IPO Unique market model — light-speed technologies enhanced by human judgment. Guide, and the NYSE will not be liable for The deepest pools of liquidity. any failure to update such information. The NYSE makes no representation as Unmatched brand exposure providing global visibility, and to the completeness or accuracy of any An unparalleled network of the world’s leading companies. information contained in the NYSE IPO Guide. It is your responsibility to verify any information contained in the NYSE IPO Unlocking the World’s Potential. NYSEBigStage.com Guide before relying upon it. 83458_ifc_ibc_ptg01_hires.indd 1 19/08/13 7:46 PM NYSE IPO Guide For an electronic version of the NYSE IPO Guide, please go to: www.nyx.com/ipo-guide NYSE IPO Guide 1 Preface 5 3.4 Underwriting, marketing, 6.2 Listing standards 69 Duncan Niederauer and sale 40 NYSE Chief Executive Officer, NYSE J.P. Morgan (Investment Banking) 6.3 Trading and repurchases 70 Introduction 7 4. TheIPOon-rampunder Cleary Gottlieb Steen & AdvantagesofaNYSElisting theJOBSAct 43 Hamilton LLP NYSE 4.1 The JOBS Act: Emerging growth company status 44 6.4 Ongoing compliance 1.Whygopublic? 9 Fenwick & West LLP obligations 71 1.1 Advantages of conducting NYSE Governance Services an IPO 10 4.2 Advantages of emerging J.P. Morgan (Investment Banking) growth company status 44 7.Apubliccompanyandits Fenwick & West LLP shareholders 73 1.2 Potential issues 10 7.1 Proxy statement and J.P. Morgan (Investment Banking) 4.3 Process timeline 45 annual meeting 74 Fenwick & West LLP Morrow & Co., LLC 1.3 Going public without an offering 11 4.4 Conclusion 47 7.2 Providing shareholders J.P. Morgan (Investment Banking) Fenwick & West LLP with proxy material 74 Morrow & Co., LLC 2.Preparingtogopublic 13 5.IRandcommunications 49 2.1 Choosing advisors 14 5.1 Preparing an IPO 7.3 Ownership reporting by J.P. Morgan (Investment Banking) communications strategy 50 shareholders 76 FTI Consulting Cleary Gottlieb Steen & 2.2 Financial information 15 Hamilton LLP KPMG LLP 5.2 Communicating with the market post-IPO 52 7.4 Reporting by insiders 77 2.3 Antitakeover defenses and other FTI Consulting RR Donnelley governance matters 24 Cleary Gottlieb Steen & 5.3 Employee and business 7.5 Related party transactions 78 Hamilton LLP partner communications 55 Cleary Gottlieb Steen & FTI Consulting Hamilton LLP 2.4 Providing for employees 26 Cleary Gottlieb Steen & 5.4 Legal framework for 7.6 Share ownership mechanics 79 Hamilton LLP communications 56 Morrow & Co., LLC Cleary Gottlieb Steen & 2.5 NYSE Governance Services: Hamilton LLP 8.Managingrisk 83 Reviewing and verifying your 8.1 Liability standards 84 program, meeting regulatory 5.5 Market intelligence and Cleary Gottlieb Steen & standards 29 surveillance 57 Hamilton LLP NYSE Governance Services Ipreo 8.2 Class action and derivative 3.TheIPOprocess 31 5.6 Investor targeting and outreach 59 lawsuits 85 3.1 Process timeline 32 Ipreo Marsh J.P. Morgan (Investment Banking) 5.7 Market perception feedback 60 8.3 Indemnification 87 3.2 SEC registration 33 Ipreo Marsh Cleary Gottlieb Steen & Hamilton LLP 5.8 Investment community 8.4 D&O liability insurance 89 database and CRM 61 Marsh 3.3 Prospectus 35 Ipreo Cleary Gottlieb Steen & 8.5 Personal risk management 93 Hamilton LLP 6.Obligationsofapubliccompany 63 Marsh 6.1 Reporting and compliance requirements 64 8.6 Managing compliance risk 94 Cleary Gottlieb Steen & NYSE Governance Services Hamilton LLP 2 NYSE IPO Guide 9.Foreignprivateissuers 97 Appendix IV: NYSEfinancial 9.1 American depositary receipts 98 continuedlistingstandards, J.P. Morgan (Depositary U.S.companies 115 Receipts Group) Appendix V: NYSEMKTcontinued 9.2 Direct equity share listing 102 listingstandards 116 Cleary Gottlieb Steen & Hamilton LLP Appendix VI: Summaryoffilingand otherrequirementsbasedonissuer 9.3 Description of IPO process category 117 timeline 102 KPMG LLP Cleary Gottlieb Steen & Hamilton LLP ­Contributorprofiles 119 9.4 Publicity 103 Cleary Gottlieb Steen & Hamilton LLP 9.5 Registration 103 Cleary Gottlieb Steen & Hamilton LLP 9.6 Reporting requirements 104 Cleary Gottlieb Steen & Hamilton LLP 9.7 Corporate governance 106 Cleary Gottlieb Steen & Hamilton LLP 9.8 Managing risk 107 Cleary Gottlieb Steen & Hamilton LLP 9.9 Executive and employee compensation programs 108 Cleary Gottlieb Steen & Hamilton LLP 9.10 Financial information 108 KPMG LLP Appendices 109 Appendix I: NYSEoriginal listingstandards,U.S.operating companies,REITs,andfunds 110 Appendix lI: NYSEoriginallisting standards,non-U.S.operating companies 112 Appendix III: NYSEMKToriginal listingstandards 114 NYSE IPO Guide 3 Preface NYSE IPO Guide 5 Preface Congratulations on making it to this article, 16 of the top 20 technology IPOs in important step in your company’s history. 2012 chose to list with the NYSE. When a company decides to go public, By accessing the U.S. capital markets it takes a giant leap toward growing its via an IPO, you stimulate innovation, enterprise. Yet the process can be complex entrepreneurship and, ultimately, job to navigate. As you embark on your IPO creation. You create new and exciting journey, we hope you will find a valuable investment opportunities for individuals and resource in this NYSE IPO Guide, updated institutions. You fuel not only the growth of for 2013. We are grateful to our partners your company, but the growth of the overall on the project, including our publisher and economy. expert contributors. Our collective goal is We thank you for playing this important to help guide you through the process and role in America’s economic prosperity. We contribute to a positive and successful IPO look forward to helping you navigate your experience. IPO journey and seeing you through this As the world’s leading cash equities significant milestone. trading platform, the NYSE is the proud home to thousands of successful companies Duncan Niederauer of all sizes, industries and geographies. For Chief Executive Officer, NYSE more than 200 years, our markets, people and technology have helped companies unlock their potential. Since our founding in 1792, we have maintained a commitment to transparent, orderly financial markets—a promise that continues today. The NYSE’s market model offers cutting-edge technology enhanced by human judgment and accountability, access to the deepest pools of liquidity, unmatched brand visibility, as well as advocacy support on public-policy and regulatory issues affecting public companies, investors and all market participants. Launching an IPO on the New York Stock Exchange or NYSE MKT, the leading U.S. market for small- and midcap companies, carries a range of advantages, including access to capital, improved branding, and increased liquidity. Our listed companies benefit from market intelligence, investor outreach, education, and advocacy. From listing day and beyond, our people— and products—will partner with you to help your company shine. And our events, networking and unparalleled information sources help you connect with peers and other business leaders to gain new insights and perspectives. Given this, it is not surprising that we continue to rank no. 1 in terms of global IPO capital raising. We’re also proud of our leadership in technology IPOs as well as among small, growth-stage, venture-backed companies that choose our dedication to client service and extensive network of professionals to lead them through their IPO
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