DOCSLIB.ORG

A Guide to Going Public – KPMG

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
A Guide to Going Public – KPMG A Guide to GOING PUBLIC kpmg.ca/ipo Contents Introduction . 2 Applying for a stock exchange listing . 29 Regulatory review . 30 Deciding whether to go public . 4 Developing marketing materials . 31 Why go public? . 6 Marketing . 32 What are the advantages and disadvantages for Pricing . 32 your company? . 6 Finalize documents . 33 Is your company ready? . 8 The closing . 33 Are the markets ready for you? . 8 Pricing considerations . 9 Continuing as a public company . 34 Assess the impact on your company . 9 Transition . 36 Costs of going public . 10 Implement strategic operating plans . 36 Duration of the process . 10 Regulatory matters . 36 Make the decision . 11 Continuous disclosure requirements . 37 Investor relations . 42 Preparing to go public . 12 Perform a thorough review of your company . 14 Further information . 43 Deciding on the corporate and management structure . 17 Tax considerations . 44 Assembling the team: internal and external members . 17 Markets and forms of going public . 47 Develop a timeline and framework for Acronyms defined . 51 project management . 20 Glossary . 52 Developing the offering . 21 Appendices . 54 Executing your IPO . 23 Appendix 1: Contents of a prospectus . 55 Preparing your prospectus . 26 Appendix 2: Selecting and working with Content of a prospectus . 28 the underwriters . 59 Underwriters’ due diligence . 28 Appendix 3: Stock compensation plans . 63 kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 2 A Guide to Going Public INTRODUCTION Are you thinking of taking your company public? T aking your company public is an the beginning of a new life in the exciting and challenging process public spotlight . For others, it may for leaders like yourselves – the be the achievement of a major entrepreneur, the chief executive business and financial reward . Being officer, the chief financial officer – public brings prestige and visibility and for all the other stakeholders with all the players in the market – involved in the process . For some, customers, suppliers, employers, going public may be the culmination and the financial community . of one long-term strategic goal and kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 3 A Guide to Going Public L ike any other initiative that brings high long-term rewards, the going public process is not without its challenges: complex accounting rules and reporting requirements, pressures on time and resources, and managing new stakeholders – the board, shareholders, and, possibly, new management . But you can confidently face these by managing their impact if you are well informed and prepared for the challenges that lie ahead . That’s where KPMG comes in – we work with our clients to help examine whether going public is the right choice for their company . Then, if they decide that they want to follow this route, we can help them through the IPO process and beyond, as they operate in the public company environment . “We had been thinking about our strategy for growth and value creation for quite some time and considered a number of other options – but then going public was the best option that brought together multiple business goals. We committed to the process as a team, listened to our advisers, maintained control of the process, and it worked out more smoothly than we had expected.” We have developed this publication to help you gain that understanding . By providing you with a practical, realistic perspective of what is involved in this process, we want to help you make an informed decision . We review factors to consider before you make the decision . Then, if you decide to take your company public, we discuss how you can plan and execute your IPO, and ultimately, what you might expect from life as a public company . We hope you find this book to be a useful source of reference as you embark upon this exciting journey . kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 4 A Guide to Going Public DECIDING whether to go public kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 5 A Guide to Going Public Deciding whether to go public KEY CONSIDERATIONS 1 Why go public? Your decision to go public should follow from your longer-term strategic objectives – seeking opportunities for growth, value creation or an exit strategy . It’s a big decision . You will need to have a clear understanding of the process and assess the impact it will have on you and your company . 2 Is your company ready? You must step back and evaluate your company and its future potential from an investor’s perspective . Most successful companies invite investor confidence, have the “right stuff” and structure to provide for profitable growth, and have a solid core business to generate shareholder value over the longer-term . 3 Are the markets ready for you? Assess how the markets will receive the offering . The timing of the offering is critical . Timing decisions depend on economic factors, market conditions and pricing considerations – right up to the day the securities are offered for sale . You should expect that your underwriters will play a vital role in advising you on market readiness . 4 Assess the impact on your company and make the decision Before going public, assess the impact that this change will have on you and your company’s infrastructure, and decide whether you are ready to make the necessary commitment – before, during, and after the IPO process . kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 6 A Guide to Going Public 1 Why go public? What are the advantages Growing companies constantly search for new capital . Going public is one way to obtain and disadvantages for your that capital, but it takes time and money – and a lot of both . company? Typically, this decision is the culmination of a longer-term strategic plan for your company . Some of the advantages You may be an entrepreneur who started a business around a good idea . A successful Access to capital strategic formula has created shareholder value and now your company is ready Going public provides opportunity for for the next step . Reaching where you are today may have stretched your internal growth and expansion of your business operational and external borrowing capacity . You are seeking access to the public by offering a wider range of sources to equity markets for additional investors . raise capital . You may want to finance key acquisitions, retire existing debt, buy out Consider what your life will be like afterwards. existing shareholders, invest in research The IPO is not an end in itself – when you go public and development, or move into larger and you will be dealing with investors, the press and will more diverse markets . face more public scrutiny. Improved financial status Going public increases your company’s You may have founded a successful business and want to crystallize the value you have equity base and creates more leverage for built up in the company . Or, you may be an investor in the private equity sector, looking financing growth . It can also improve your for an exit strategy or to receive a return on your investment . You may have a succession debt to equity ratio, which can help you plan, involving you, your family or your employees . borrow additional funds as needed and may allow you to renegotiate your existing Think about the time and money . Remember that going public is only one of a number debt on more favourable terms . of financing options . Before making your decision, it is not unusual to spend some time determining whether going public is the best option for your company . Higher visibility An IPO and distribution of shares to a wider, more diverse investor base can create greater public awareness of your products and services . The visibility may give you a competitive advantage over privately held companies in the same industry . This profile may make it easier for you to expand nationally or internationally . Increased employee motivation and retention A public company can provide an enhanced stock-based compensation strategy for attracting and retaining managers and key employees . A stock- based compensation plan is a way to give employees an opportunity to share in the financial success of the company through an equity compensation component . kpmg .ca/ipo © 2015 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity . All rights reserved . 7 A Guide to Going Public Enhanced wealth and liquidity for Increased demands on time and Loss of control the owner resources An IPO dilutes the ownership of the Creation of a public market for your shares Going public creates extensive new company . At the IPO stage, the owners increases liquidity, and provides a market reporting requirements, including can make certain that they maintain guide to calculate your wealth and net preparing and filing annual and quarterly control after the completion of the IPO worth .
Load more

Recommended publications
  • An Assessment of Valuation Methods of Stock Initial Public Offerings on Tehran Stock Exchange
    International Journal of Academic Research in Business and Social Sciences 2017, Vol. 7, No. 4 ISSN: 2222-6990 An Assessment of Valuation Methods of Stock Initial Public offerings on Tehran Stock Exchange Mohammad Kheiry 1, Sima Golozar 2,*, Ali Amiri 3 1 Department of Economic, Accounting and Management, Payam Noor University, Tehran, Iran. Kheiry Email: [email protected] 2,* Postgraduate student of Financial Management, Qeshm Institute for Higher Education, Qeshm, Iran. Email: [email protected] 3 Department of Accounting, college of human science, Bandar Abbas, Islamic Azad University, Bandar Abbas, Iran. Email: [email protected] DOI: 10.6007/IJARBSS/v7-i4/2822 URL: http://dx.doi.org/10.6007/IJARBSS/v7-i4/2822 Abstract Every day hundreds of companies all over the world are entering capital market for the first time by issuing stocks. By doing so, they decide to invest capital necessary for continuing activity and expanding operations accordingly. For this reason, it is important to the companies that price specified for their stock demonstrate real value of assets and their growth and development opportunities in the future. The purpose of this research is to study valuation methods of stock initial public offerings at the Tehran Stock Exchange. Population and study sample consisted of firms publicly offered their stocks for the first time at Tehran Stock Exchange during 2009-2014, and experienced no trading halt, i.e. 45 companies of which seven companies were eliminated due to lack of trading on the stock exchange and 38 firms were chosen. The research method is correlational-descriptive and the research is an applied research by purpose.
    [Show full text]
  • ESG Considerations for Securitized Fixed Income Notes
    ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed.
    [Show full text]
  • Initial Public Offerings
    November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations
    [Show full text]
  • Direct Versus Derivative and the Law of Limited Liability Companies Daniel S
    Mitchell Hamline School of Law Mitchell Hamline Open Access Faculty Scholarship 2006 Direct Versus Derivative and the Law of Limited Liability Companies Daniel S. Kleinberger Mitchell Hamline School of Law, [email protected] Publication Information 58 Baylor Law Review 63 (2006) Repository Citation Kleinberger, Daniel S., "Direct Versus Derivative and the Law of Limited Liability Companies" (2006). Faculty Scholarship. Paper 233. http://open.mitchellhamline.edu/facsch/233 This Article is brought to you for free and open access by Mitchell Hamline Open Access. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Mitchell Hamline Open Access. For more information, please contact [email protected]. Direct Versus Derivative and the Law of Limited Liability Companies Abstract The yh brid nature of limited liability companies causes us to re-invent, or at least re-examine, many doctrinal wheels. This Article will reexamine one of the most practical of those wheels-the distinction between direct and derivative claims in the context of a closely-held limited liability company. Case law concerning the direct/derivative distinction is still overwhelmingly from the law of corporations, although LLC cases are now being reported with some frequency. LLC cases routinely analogize to, or borrow from, the corporate law. This Article encompasses that law, analyzes LLC developments, and argues that courts should (i) avoid the "special injury" rule, (ii) embrace the "direct harm" approach, and (iii) engraft ot the direct harm approach an exception applicable when those in control of a limited liability company harm the company with the "purpose and effect" of injuring a particular member.
    [Show full text]
  • China Client Alert
    China Client Alert Hong Kong Regulator issues Guidelines on IPO Cornerstone Investments Last month, the Hong Kong Stock Exchange ("HKEx") issued new guidelines for cornerstone investments (the “Guidance Letter”). In the Guidance Letter, HKEx sets out its general policies on IPO cornerstone investments and expresses its concerns over side arrangements made between cornerstone investors and listing applicants. Paul, Weiss Asia Offices Highlights of HKEx's policies on IPO Cornerstone Investments: A) Principles for Approving IPO Cornerstone Investments BEIJING Unit 3601, Fortune Plaza Office HKEx approves a preferential placing to cornerstone investors Tower A based on the following principles: No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 • Placing price is at IPO price, People’s Republic of China • +86 10 5828 6300 IPO shares are subject to lock-up (at least 6 months), • Investor has no board representation, HONG KONG Hong Kong Club Building, 12th Flo0r • Investor is independent of listing applicant, its connected persons 3A Chater Road, Central and their respective associates, Hong Kong • Details of placing arrangements are disclosed in the prospectus, +852 2846 0300 and TOKYO • IPO shares are counted as part of the public float so long as the Fukoku Seimei Building investor is a member of the public under Hong Kong Listing Rules. 2-2, Uchisaiwaicho 2-chome Chiyoda-ku, Tokyo 100-0011, B) Reclassification of Cornerstone Investors as Pre-IPO Japan Investors +81 3 3597 8101 HKEx may reclassify a cornerstone investor as a pre-IPO investor if, with respect to acquisition of IPO shares, such investor (whether by way of side letters or otherwise): (i) receives any direct or indirect benefit (other than a guaranteed allocation of IPO shares), for example: • waiver of brokerage commission, • ©2013 Paul, Weiss, Rifkind, Wharton & put option for other person to buy back shares after listing, Garrison LLP.
    [Show full text]
  • Frequently Asked Questions About the 20% Rule and Non-Registered Securities Offerings
    FREQUENTLY ASKED QUESTIONS ABOUT THE 20% RULE AND NON-REGISTERED SECURITIES OFFERINGS issuance, equals or exceeds 20% of the voting power understanding the 20% Rule outstanding before the issuance of such stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess What is the 20% rule? of 20% of the number of shares of common stock The “20% rule,” as it is often referred to, is a corporate outstanding before the transaction. “Voting power governance requirement applicable to companies listed outstanding” refers to the aggregate number of on nasdaq, the nYSe or the nYSe American LLC votes that may be cast by holders of those securities (“nYSe American”) (collectively, the “exchanges”). outstanding that entitle the holders thereof to vote each exchange has specific requirements applicable generally on all matters submitted to the issuer’s to listed companies to receive shareholder approval securityholders for a vote. before they can issue 20% or more of their outstanding common stock or voting power in a “private offering.” However, under nYSe Rule 312.03(c), the situations The exchanges also require shareholder approval in in which shareholder approval will not be required connection with certain other transactions. Generally: include: (1) any public offering for cash, or (2) any issuance involving a “bona fide private financing,1” if • Nasdaq Rule 5635(d) requires shareholder approval such private financing involves a sale of: (a) common for transactions, other than “public offerings,”
    [Show full text]
  • Blackrock Innovation and Growth Trust (BIGZ)* Initial Public Offering: February – March 2021
    BlackRock Innovation and Growth Trust (BIGZ)* Initial public offering: February – March 2021 A new offering designed for investors seeking access to: Exposure to innovative companies with above-average earnings Innovation growth potential Mid- and Mid- and small-cap companies that are seeking to reshape industries small-caps Private markets Expanded opportunities into private markets and IPOs & IPOs Growth & Potential for attractive total return and income in a limited term structure† income No upfront An opportunity to participate in the Trust’s initial public offering at net fees‡ asset value (NAV) * It is anticipated that BlackRock Innovation and Growth Trust’s (the “Trust”) shares will be approved for listing on the New York Stock Exchange, subject to notice of issuance. † The Trust’s term may be extended and/or the Trust may convert to a perpetual term following completion of an “Eligible Tender Offer” (as defined in the Trust’s preliminary prospectus).‡ The Trust is subject to certain ongoing fees and expenses as disclosed in the Trust’s prospectus. See the back of this brochure and the “Risks” section of the Trust’s preliminary prospectus for information concerning risks. There is no assurance that the Trust will achieve its investment objectives. The Trust is not a complete investment program. Consult your financial professional before investing. The Trust is designed as a long-term investment and not as a trading vehicle. The information in the Trust’s preliminary prospectus and in this document is not complete and may be amended or changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective.
    [Show full text]
  • Shareholder Capitalism a System in Crisis New Economics Foundation Shareholder Capitalism
    SHAREHOLDER CAPITALISM A SYSTEM IN CRISIS NEW ECONOMICS FOUNDATION SHAREHOLDER CAPITALISM SUMMARY Our current, highly financialised, form of shareholder capitalism is not Shareholder capitalism just failing to provide new capital for – a system driven by investment, it is actively undermining the ability of listed companies to the interests of reinvest their own profits. The stock shareholder-backed market has become a vehicle for and market-fixated extracting value from companies, not companies – is broken. for injecting it. No wonder that Andy Haldane, Chief Economist of the Bank of England, recently suggested that shareholder capitalism is ‘eating itself.’1 Corporate governance has become dominated by the need to maximise short-term shareholder returns. At the same time, financial markets have grown more complex, highly intermediated, and similarly short- termist, with shares increasingly seen as paper assets to be traded rather than long-term investments in sound businesses. This kind of trading is a zero-sum game with no new wealth, let alone social value, created. For one person to win, another must lose – and increasingly, the only real winners appear to be the army of financial intermediaries who control and perpetuate the merry-go- round. There is nothing natural or inevitable about the shareholder-owned corporation as it currently exists. Like all economic institutions, it is a product of political and economic choices which can and should be remade if they no longer serve our economy, society, or environment. Here’s the impact
    [Show full text]
  • Timken.Com: Board of Directors General Policies and Procedures
    2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors.
    [Show full text]
  • Investigating of Long-Term Performance the Stocksinitial Offeringin Tehran Stock Exchange
    Special Issue INTERNATIONAL JOURNAL OF HUMANITIES AND January 2016 CULTURAL STUDIES ISSN 2356-5926 Investigating of long-term performance the stocksinitial offeringin Tehran Stock Exchange Mohammad Ali Molazadeh Department of management Kerman branch islamic Azad University,Kerman,Iran Valiollah Shahbazkhani Department of economic Kerman branch Islamic Azad University, Kerman, Iran. Abstract The aim of this research was to investigate the long-term performance the stocksinitial offering in Tehran Stock Exchange. This research was a kind of study of library and analytical reason and it was based on the ordinary least squares method (analysis of data compilation).In this research the financial information of 24 companies listed on the Tehran Stock Exchange during the period 2010 to 2015 that they had been initial offering were investigated (144 companies - year). To analyze the obtain results of research was used the 12 Stata software. The research results relate to confirming the first hypothesis have shown that the warm and cold type of market in the relationship between the volume of shares offered with the lower valuation of fact have the significant positive impact.Also according to the analysis made in relation to reject the second hypothesis of research reached to this result that there is not a significant relationship between the number of companies that are initial offering with the valuation less than in fact of the Stocks in the previous period. In the following the research results in relate to confirming third hypothesis indicate that there is a significant relationship between the number of companies have Initial offering, with the kind of warm and cold market.Also according to the analysis conducted in relation to confirmation the fourth hypotheses of research conclude that there is a significant relationship between the grouped companies in the same industry in the initial offering with the kind of warm and cold market.
    [Show full text]
  • NYSE Listed Company Compliance Guidance Letter
    NYSE Regulation 11 Wall Street New York, New York 10005 TO: NYSE Listed Company Executives FROM: NYSE Regulation RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 14, 2021 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). A complete text of Exchange rules can be found online in the NYSE Listed Company Manual (“Listed Company Manual”). We have included items that are new below, with important reminders in the sections that follow. Please note that this memo is applicable to all listed issuers, with any rule or policy differences for Domestic vs. Foreign Private Issuers (“FPIs”) identified within. We encourage you to provide a copy of this memo to appropriate executives and outside advisers who handle matters related to your listing on the NYSE. We have also provided department contact information below. Please do not hesitate to contact the staff with any question or concern you may have. What’s New In response to the market and economic effects of the COVID-19 pandemic, the NYSE filed with the SEC temporary rules that provided relief to listed companies from certain quantitative and shareholder approval rules in the Listed Company Manual, most of which expired on July 1, 2020. However, the relief pertaining to shareholder approval remains in effect through March 31, 2021. The shareholder approval relief generally waives related party limitations and bona fide private financing requirements in Listed Company Manual Section 312.03 for market price transactions.
    [Show full text]
  • Understanding and Planning an Initial Public Offering (IPO)
    Understanding and Planning an Initial Public Offering (IPO) Understanding the IPO How Olshan Can Help Process Olshan can provide assistance during each phase of the IPO An initial public offering (IPO) is the process achieved when a private process. company registers its shares of common stock with the SEC and sells them to public investors in an underwritten offering. The shares The IPO Planning Phase – The pre-IPO preparation phase sets the subsequently trade on a stock exchange, such as the NYSE or groundwork for a successful IPO. Olshan will: Nasdaq, and the company becomes subject to the public reporting • Identify gating issues upfront and recommend changes to requirements of the federal securities laws. enhance corporate governance and transparency as a public The process is often challenging – it is a time-consuming distraction company. for management, it often involves significant transaction costs and, • Develop a high-level timeline clearly identifying responsibilities. with a narrow “market window,” there is no guarantee the IPO will • Help assemble the right IPO team – underwriters, accountants generate the level of hoped-for proceeds, or be completed at all. and even CFOs. Understanding the IPO process and managing it effectively can help avoid these risks. • Provide support for dual-track strategies such as private equity and other M&A transactions. Early preparation and an experienced team of underwriters, lawyers and accountants are key to a smoothly run IPO process. Below is an The IPO Preparation and Filing Phase – This phase involves a outline of the basic steps that will occur over the 3 to 5 month period: substantial amount of detailed legal documentation.
    [Show full text]