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NYSE IPO Guide NYSE IPO Guide Third Edition

www.nyse.com/ipo 5 Direct listings

www.nyse.com/ipo Direct listings

Latham & Watkins IPO book-building process. In a sense, (c) Direct process the direct listing pricing mechanism Throughout a direct listing process, it is (a) Introduction to direct listings skips the negotiation step of the book- critical to ensure that all parties understand A direct listing is a relatively novel alternative build process and goes straight to their respective roles and responsibilities, method of becoming a public in the -based pricing that applies including the limitations on the types of the United States. In a direct listing, existing daily to on their activities in which the parties may engage. To stockholders can list and sell shares on respective exchanges. ensure a smooth process overall, all parties a national exchange without an • Ability to provide greater liquidity should agree on the rules of the road at the underwritten offering, enabling them to for existing stockholders. As part of outset, since responsibilities and limitations freely sell their shares on such exchange. a traditional IPO process, lock-up differ in important ways from the traditional Additionally, due to an NYSE rule change agreements typically restrict additional IPO process. approved by the SEC in December 2020, a sales of shares outside of the IPO Similar to an IPO, a direct listing process company can now offer its own shares in a by existing stockholders and the may begin with an organizational meeting primary direct floor listing, as described more company for a period of 180 days to introduce key players, discuss a timeline, fully later in this discussion. Except where post-listing to help manage supply and and formulate a plan for drafting the indicated, the below discussion relates to reduce . In a direct listing, a registration statement. Once a registration selling direct floor listings.1 company is able to provide liquidity to statement is prepared, it is submitted to the existing stockholders without lock-up SEC, typically confidentially, for the SEC’s (b) Advantages of a direct listing agreements (though they can be review and comment. After a company has A direct listing offers certain advantages to used if desired), and, as a result, such cleared SEC comments, the registration looking to go public compared stockholders are free to sell their shares statement becomes effective and shortly to a traditional IPO, including: immediately. thereafter, trading commences. This • Market-driven price discovery. In a • Unfettered access to buyers and sellers process will typically last five to six months. traditional IPO process, the underwriters of shares. A direct listing provides the • Role of the NYSE. One of the early build an order book by collecting possibility for existing stockholders decisions a company makes in a direct indications of interest from potential to sell their shares immediately after listing is choosing the exchange on . Based on this order book listing at market prices. The traditional which it will list its stock. The company and discussions with investors and the IPO process includes a limited set of will need to meet the applicable listing company (and in some cases its existing participants: a company and possibly criteria for the particular exchange. The equity sponsors), a price is set for the existing stockholders who are offering NYSE has been the home of major first sale of shares to investors in the IPO. to sell their shares in the IPO, an of their kind direct listings, having led the By contrast, in a direct listing, the price underwriting syndicate of investment way with direct listings for and per in the opening trade on the banks that builds an order book of Slack. The NYSE provides a Designated first day of trading is determined based indications of interest from a limited (DMM) to assist companies on buy and sell orders submitted by a group of potential investors and the with the opening and the trading of their much broader pool of potential investors subset of investors who receive the initial stock on the NYSE. The DMM plays two and sellers through the facilities of a allocations of shares being offered in the key roles in a direct listing: (1) to open the national . In theory, due IPO at the price to the public appearing stock at the right (i.e., stable) price, which to increased market size and the fact on the front page of the prospectus. involves a thorough price-discovery that bids can be more exactly calibrated Institutional buyers tend to feature process; and (2) to maintain price for size and price, the resulting stock prominently in the initial allocation. continuity and minimize the effects of price set by this public market should Because a direct listing does not involve temporary disparity between supply and be a truer market-driven price than the allocations available at a set public demand by supplying its own capital, both one set through the more constrained offering price, prospective purchasers of at the open and through the early days shares can place orders with their broker as a public company. The NYSE may list of choice at whatever price and size they private companies that previously have 1 While a direct listing is an innovative structure, believe is appropriate, and that order not been registered with the SEC if the there are examples of certain analogous structures would be part of the opening trade price- company can demonstrate a $100 million in which companies have listed on a US exchange setting process on the stock exchange. aggregate market value of publicly held without an underwritten offering. These structures This open access feature and the ability shares based on a combination of both include: (1) a spin-off by a public company of a of virtually all existing holders to sell their (1) an independent third-party ; without registration under the Securities shares on the first day of listing, and of and (2) the most recent trading price for Act in accordance with Staff Legal Bulletin No. a much broader group of investors to the company’s shares in a trading system 4; (2) the emergence of a public company from bankruptcy under Chapter 11 of Title 11 of the United buy those shares, create a powerful, for unregistered securities operated States Bankruptcy Code; and (3) a listing on a US two-sided, market-driven dynamic for by a national securities exchange, a exchange by a foreign private issuer (FPI) that is the efficient pricing of the shares upon registered broker-dealer or a so-called already listed on a non–US exchange. opening of trading. private placement market. With respect

48 NYSE IPO Guide Direct listings

to this second prong, the NYSE looks for • Registration statement. Just like in a existing stockholders whose shares a sustained trading history over several traditional IPO, the company will be are registered on the registration months. Companies that are not able responsible for preparing a registration statement to resell their shares as to satisfy the second prong may rely on statement on Form S-1 or, if an FPI,3 as the registration statement remains an exception to this rule if the company: Form F-1. Because a direct listing effective and the prospectus contained (1) has a recent valuation from an does not involve a sale of shares by within the registration statement is independent third party indicating at least the company and because there current. While most of the information $250 million in aggregate market value are no coordinated sales by any in the registration statement for a direct of publicly held shares; and (2) engages existing stockholders, the registration listing tracks the information ordinarily a financial advisor to be consulted by statement takes the form of a resale included in a registration statement for the DMM in determining the opening registration statement.4 This permits an IPO, there are important differences, trading price. Looking ahead, the NYSE is including: working with the SEC to further streamline 1. Shares registered on the registration the direct listing rules to enable more a company in a direct listing, a direct listing does statement: In an IPO, the registration companies to use a direct listing. not trigger the filing and approval requirements statement registers the shares • Role of financial advisors. In the absence that apply to a traditional IPO under the corporate to be sold by the company and of an underwriting syndicate, the financing rules of the Financial Industry any selling stockholders, and financial advisers assist the company Regulatory Authority, Inc. (FINRA). Moreover, since substantially all other shares would in connection with the drafting of the there is no “allocation” of shares in a direct listing, typically be locked up from sale FINRA’s new issue allocation rules (Rules 5130 registration statement and prepare for a period of 180 days after the and 5131) are likewise not applicable. presentations and other public IPO. In a direct listing, for existing 3 An FPI is an entity other than a foreign communications. Unlike a traditional stockholders to sell, a company government incorporated or organized under IPO process, in order to avoid traditional the laws of a jurisdiction outside of the US needs to either register all or a 5 underwriter liability and other potential unless: (1) more than 50% of its outstanding portion of existing stockholders’ regulatory issues, the financial advisors voting securities are directly or indirectly owned shares on a registration statement in a direct listing should not engage in of record by US residents; and (2) any of the or allow existing stockholders to any book-building activities, participate in following applies: (i) the majority of its executive sell their shares at such time and meetings (but may have certain officers or directors are US citizens or residents; in such amounts as they choose interactions with investors in connection (ii) more than 50% of its assets are located in the when an exemption from Securities with their stock exchange designated United States; or (iii) its is administered Act registration, such as pursuant to role), or provide any price support or principally in the United States. FPIs enjoy a Rule 144 under the Securities Act of number of key benefits not available to domestic stabilization activities. The financial US issuers, including: (1) FPIs may file financial advisors in general conduct no price statements in US GAAP, the English-language discovery activities except as permitted version of International Financial Reporting a post-effective amendment or prospectus under stock exchange rules. For Standards (IFRS) as issued by the International supplement. However, in order to be eligible to example, in accordance with NYSE rules, Accounting Standards Board or local GAAP; (2) use a Form S-3 or F-3 registration statement, certain financial advisors will be selected FPIs are not required to file quarterly reports on a company must, among other requirements, by the company to consult with the DMM Form 10-Q or current reports on Form 8-K; (3) have been subject to the reporting requirements in opening its stock for trading when the financial information of FPIs goes stale more of Section 13 or 15(d) of the Exchange Act for at there is not a recent sustained history of slowly in a registered offering; (4) FPIs are exempt least 12 months. As a result, in a direct listing, a from the US proxy rules; (5) FPIs are exempt from company will file its resale registration statement trading in the company’s stock prior to Regulation FD; (6) FPIs are exempt from Section on Form S-1 or F-1 and during the period in which listing. In such a capacity, the financial 16 reporting; (7) annual reports of FPIs on Form the registration statement remains effective, will advisors are expected to provide the 20-F are not due until 120 days after fiscal year- also file prospectus supplements to update the DMM with an understanding of the end; and (8) FPIs enjoy exemptions from SEC and resale registration statement for material changes ownership of the company’s outstanding stock exchange and other to the company’s business, including the release shares and pre-listing selling and buying requirements. of earnings for any new quarterly period. Due in interest that they are aware of from 4 A resale registration statement is a registration part to the registration on Form S-1 or Form F-1 potential investors and stockholders. statement filed with the SEC that registers under being a Securities Act form, a company should quiet period Importantly, the financial advisors the Securities Act the resale of outstanding observe a traditional for public should not consult with the company securities by the holders of such securities communications. during the direct listing process and while the registration statement remains regarding any of its activities related to pursuant to the registration statement as long effective. its consultations with the DMM.2 as the registration statement remains effective. Typically, a resale registration statement is filed 5 Determining how much stock of affiliates should on Form S-3 or F-3 because such forms allow be registered is an art, not a science. On the a company to forward-incorporate reports filed one hand, it is important that enough shares are 2 Because financial advisors do not act as under the Exchange Act and therefore keep the available for sale to ensure an efficient market. On underwriters or otherwise participate in investor registration statement up-to-date with all material the other hand, registration entails expense and solicitation or distribution activities on behalf of information regarding the company without filing attendant potential Securities Act liability.

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1933, as amended (the “Securities the reporting requirements of the should explain that the opening Act”) is not available. To achieve Securities Exchange Act of 1934, as public price of the shares will this, a company will typically look to amended (the “Exchange Act”) for be determined by buy and sell register all or a portion of the shares at least 90 days and has timely filed orders collected by the NYSE from held by affiliates and non-affiliates all required reports, an affiliate or broker-dealers. The NYSE’s DMM, who had not held their shares for non-affiliate that has held shares for in consultation with a company’s at least one year or otherwise did at least six months may sell those designated financial advisors and not meet the requirements for shares, subject to compliance with as required by applicable NYSE selling under the Rule 144 safe the other requirements of Rule rules, will use those orders to harbor. Additionally, a company 144. Prior to being subject to those determine an opening price for may choose to register shares reporting requirements, neither the shares. Additionally, in order to held by employees to address affiliates nor non-affiliates who had provide supplemental information any regulatory concerns that held shares for less than a year to investors, companies should resales of shares by employees would have been able to sell shares consider disclosing recent high around the time of the direct listing pursuant to Rule 144. and low sale prices per share in may not have been entitled to an 2. Bona fide estimate of the recent private transactions on exemption from registration under price range for the preliminary the cover page of the preliminary the Securities Act. All non-affiliated prospectus: In a traditional IPO, prospectus and the final stockholders who have held their the cover page of the preliminary prospectus. A company may shares for at least one year are prospectus contains a price range want to allow pre-listing private free to resell their shares without of the anticipated sales price of placement market trading, which registration pursuant to Rule 144.6 the shares. That range, which will help develop this disclosure In addition, a company will need is required by the SEC’s rules and inform pricing expectations. to decide how long to keep the (in particular, Item 501(b)(3) of 3. Plan of distribution: Since there is registration statement effective. Regulation S-K), is usually arrived no underwritten offering in a direct A company may choose a period at by the company, any selling listing, the registration statement of 90 days after the effective stockholders and the underwriters does not include an underwriting date to align the effectiveness of based on the anticipated clearing section. Instead, the registration the registration statement to the price for the IPO. Because no statement will include a plan of availability of the Rule 144 resale specificshares are being offered distribution section that looks like safe harbor. Under Rule 144, once and traditional price discovery is what is typically seen in a resale a company has been subject to not conducted in a direct listing, registration statement.8 However, and the company plays no role in given that there are no underwriters the initial pricing, it is not possible and no organized sales by 6 If an issuer has not been subject to the to include meaningful disclosure the existing stockholders, the reporting requirements of Section 13 or 15(d) on this topic in the preliminary method of distribution is narrower of the Exchange Act for a period of at least 90 prospectus. However, under than many resale registration days immediately before a sale, then Rule 144(d) applicable gun jumping rules, a statements and is limited to requires that a minimum of one year must elapse company may not conduct investor brokerage transactions on national between the latter of the acquisition date of the education without an appropriate securities exchanges or registered securities from the issuer or an affiliate and any preliminary prospectus.7 The alternative trading venues. The resale of such securities in reliance on Rule solution in a direct listing is to rely plan of distribution section also 144 for the account of either the acquirer or any on the instructions to Item 501(b)(3) subsequent holder of those securities. Rule 144(d) applies both to sales by an affiliate or a of Regulation S-K to explain how non-affiliate of an issuer. Additionally, any person the price would be determined. 8 Forms S-1 and F-1 require the inclusion of the who is an affiliate of a reporting issuer, or any For example, for a direct listing information required by Item 508 of Regulation person who was an affiliate at any time during on the NYSE, the cover page S-K. While Item 508 of Regulation S-K is entitled the 90 days immediately before a sale, must of the preliminary prospectus “Plan of Distribution,” it is market practice in a also satisfy, among others, Rule 144(c)(1), which registration statement for an underwritten IPO requires the reporting issuer to have been subject that the information required to be disclosed to the reporting requirements of Section 13 or 7 In a traditional IPO, the cover page of the under Item 508 is included in a section entitled 15(d) of the Exchange Act for a period of at least preliminary prospectus contains a bona fide “Underwriting,” mainly because of the disclosure 90 days immediately before a sale. As a result, for estimate of the range of the maximum offering requirements regarding the underwriters in that the first 90 days after an issuer is subject to the price. That range, which is required by the Item section. In resale registration statements, for reporting requirements of Section 13 or 15(d) of the 501(b)(3) of Regulation S-K, is usually arrived at which no underwriters are typically named, it is Exchange Act, neither affiliates nor non-affiliates by the issuer, any selling stockholders, and the market practice that the information required to who have had held shares for less than a year underwriters based on the anticipated clearing be disclosed under Item 508 of Regulation S-K is would be able to sell shares pursuant to Rule 144. price for the IPO. included in a section entitled “Plan of Distribution.”

50 NYSE IPO Guide Direct listings

describes in detail the roles of the of trading. Instead, in a direct listing, statement and commencement of NYSE’s DMM, including the NYSE’s a company will engage in investor trading on the exchange. There are requirement that the DMM consult education without the assistance of two primary reasons for such a gap. with the company’s designated underwriters or financial advisors. For First, in direct listings, a company financial advisors with respect to efficiency, in direct listings, a company may choose to issue standard public the establishment by the DMM may choose to host an investor day company-style guidance to the market of the opening price. The plan of presentation that is publicly streamed after the effectiveness of the registration distribution also clarifies that the live to the investor community, which may statement. To the extent a company activities of the DMM in opening the offer the opportunity for investors to ask chooses to release guidance, it will shares for trading and facilitating an questions of company management. In need to allow investors some time with orderly market for the company’s addition, a company pursuing a direct this information before listing and the shares will be conducted without listing may elect to meet individually with beginning of trading. Based on guidance coordination with the company. potential investors (effectively conducting from the SEC, this period should be • Investor education. In a typical IPO, the a version of its own roadshow), subject to at least five trading days. Additionally, underwriters take representatives from certain limitations.10 Overall, there is no a company will want to ensure that the company on a one or two-week “one size fits all” for investor education in existing stockholders have sufficient roadshow, a series of group meetings a direct listing. However, each company time to establish brokerage accounts (as with buy-side institutional investors, will need to calibrate the amount and necessary) and deposit their shares in and one-on-one meetings with large type of investor education activities it such accounts so that the shares will be institutional investors. Retail investors undertakes based on various factors, ready for trading through the Depository are offered a video recording of the including the profile of the company, the Trust Company (DTC).11 Much of the roadshow, which is made freely available business model, and any existing interest work required to effect such deposits on the Internet.9 These meetings are from institutional or retail investors, as it is needs to occur after the effectiveness designed to help the underwriters critical for the market-based pricing of a of the registration statement, when the build an order book of indications of direct listing that the buy-side understand company would be eligible to transfer interest from investors, which helps the company’s business. shares through DTC. them gauge the level of demand for a • Post-effectiveness of the registration • Commencement of trading on the NYSE. stock. By contrast, in a direct listing, a statement and prior to listing on the This is the time to celebrate and join the traditional roadshow with underwriters NYSE. In an IPO, effectiveness of the NYSE in ringing the opening bell. The is not conducted prior to the opening registration statement would mark the inaugural NYSE direct listing, Spotify, end of the roadshow process and would opened at $165.90 per share and closed

9 mean that the offering was ready to the first day of trading at $149.01 per Securities Act Rule 433(h)(4) provides the formal price and begin trading the following share. Slack opened at $38.50 per share definition of roadshow as an offer (other than a morning. In a direct listing, that is not and closed the first day of trading at statutory prospectus) that “contains a presentation regarding an offering by one or more members of the case; rather, there typically will be a $38.62 per share. With Spotify’s intraday an issuer’s management … and includes discussion gap of at least five trading days between volatility of 12.3% and Slack’s intraday of one or more of the issuer, such management and effectiveness of the registration volatility of 8.9%, their shares both the securities being offered.” Securities Act Rule experienced low volatilities compared to 433(h)(5) defines a bona fide electronic roadshow other large technology IPOs in the past as a roadshow that is a written communication 10 Despite its unique features, investor education transmitted by graphic means. Although free activities by the company in a direct listing are likely writing prospectuses (FWPs) are generally required to constitute a roadshow under the SEC’s rules. to be filed with the SEC and a roadshow for an As a result, if a company confidentially submits 11 DTC acts as depository for shares held at a offering that is a written communication is an FWP, its registration statement for review with the SEC, brokerage firm, bank, or other financial institution Rule 433(d)(8) clarifies that such roadshows are not then it must publicly file its registration statement and facilitates the clearance and settlement of required to be filed (unless an issuer at the time of at least 15 days before commencing any roadshow securities transactions among its participants. In the roadshow is not required to file reports pursuant activities. The publicly filed registration statement a traditional IPO, the shares sold by the company to Section 13 or 15(d) of the Exchange Act, which is needs to include a “red herring” prospectus would normally be held through Cede & Co., the case in a traditional IPO). Even in the context meeting the requirements of Section 10(b) of the which acts as the nominee for DTC. In a direct of an IPO, a roadshow is not required to be filed Securities Act. One of the key features of a red listing, for the shares to be eligible for trading on pursuant to Rule 433(d)(8)(ii) if the issuer makes herring prospectus is a bona fide estimate of a the applicable exchange, a stockholder interested “at least one version of a bona fide electronic road price range on the cover, which, as noted above, in selling shares must transfer such shares from show available without restriction by means of is satisfied in a direct listing by explaining the being held directly as a stockholder of record graphic communication to any person, including method by which the price would be determined to being held in street name through DTC. To any potential investor in the securities … .” In an IPO, and by providing the high and low sales prices per complete this transition in time for the listing, the first roadshow presentation is often recorded share of recent private transactions. Finally, as is each individual stockholder will need to work with and posted on the Internet for viewing by all typical practice in an IPO, any investor education their broker and the company’s transfer agent prospective investors. This version is usually called materials should be consistent with the information to ensure that the shares are made available for the retail roadshow. contained in the registration statement. trading on day one.

NYSE IPO Guide 51 Direct listings

decade. Further, Spotify’s trading volume start and end dates for the Regulation M shortly prior to the direct on the first day of trading was 17% of restricted period, to the extent they apply to listing and issuing convertible notes that outstanding shares, and Slack’s trading a direct listing, are unclear. convert into of the company volume on the first day of trading was To provide some certainty to this in connection with a direct listing. 27% of outstanding shares. The relatively question, but without conceding that its Companies considering a capital raise low volatility and high volume of Spotify direct listing constituted a distribution for after a direct listing may consider, among and Slack’s shares in the opening days of Regulation M purposes, Spotify sought other options, registered equity offerings, trading have reduced concerns regarding and received a no-action letter from the issuing debt, and issuing unregistered the novel pricing structure and the SEC staff. The SEC staff agreed (subject convertible notes. For companies seeking potential for high volatility and low volume to the facts and circumstances presented) to issue equity or other registered securities, in the opening of trading. However, given that it would not recommend enforcement during the first 12 months following the the very small sample size of direct action against Spotify, Spotify’s financial company’s registration under Section 12 of listings to date, volume and volatility advisors, or the registered if the Exchange Act under certain conditions, should remain considerations for working the restricted period observed in this context the company can sell securities in a primary groups in light of the particular pre-listing (in relation to communications or activities offering using a Registration Statement on ownership of the company. not otherwise excepted under Regulation Form S-1 or Form F-1. M) both: (1) commenced five business days Given that the resale Registration (d) Regulation M (the typical pre-pricing period in a traditional Statement for the direct listing would In the Spotify direct listing, the direct listing IPO) prior to the DMM’s determination of normally be effective for at least 90 days, process started a number of conversations the opening price of the Spotify shares we expect companies to wait until after with the SEC staff as to whether the on the NYSE; and (2) ended with the this initial 90-day period to sell registered registration of shares for resale from time commencement of primary shares of the company in an to time by existing shareholders under a trading on the NYSE. underwritten offering. In addition, after registration statement constituted an offering, 12 completed months from the date and, if so, whether such offering, particularly of registration under Section 12 of the when viewed together with the company’s (e) Direct Listings with a Capital Raise Exchange Act, the company may be eligible investor relations and education activities, In November 2019, the NYSE proposed a to sell shares using a Shelf Registration would constitute a distribution for purposes rule change to the SEC to allow companies Statement on Form S-3 or Form F-3, which of Regulation M under the Exchange Act. to raise capital through a primary direct offers greater flexibility and speed in selling Regulation M contains a set of rules floor listing, which is a listing in which either shares to the public in a registered offering. intended to protect the integrity of the (i) only the company itself is selling shares Unlike at the time of the IPO, the pricing of process by preventing in the opening auction on the first day of these offerings would be able to take into persons with a financial interest in a trading or (ii) the company is selling shares account an existing trading market and securities offering from taking particular and selling shareholders may also sell trading history on an exchange to inform the actions that might manipulate the market for shares in such opening auction. Under the pricing in such offering. the securities being offered.12 In a traditional NYSE’s rule proposal, a company must As always, companies can issue debt to IPO, the application of Regulation M is sell at least $100 million in market value raise capital to fund operations, or they can simply assumed and the requirements, of shares in the opening auction, or if less, establish a revolving debt facility to allow including with respect to the delineation a company could qualify to conduct a immediate access to debt to fund operations. of the applicable pre- and post-pricing primary direct floor listing if the aggregate In addition, companies can issue convertible restricted period, are well-understood of the market value of publicly-held shares notes that are available for resale pursuant to and easy to implement. In the case of a immediately prior to listing, together with Rule 144A of the Securities Act, to qualified direct listing, however, in which there is the market value of shares the company institutional buyers. no underwriter to establish the offering will sell in the opening auction, totals at price and no specific number of shares least $250 million. The rule proposal was to be allocated and sold to the public, the approved by the SEC on August 26, 2020, (f) Conclusion but was subsequently stayed by the SEC. The NYSE has led the way for direct On December 22, 2020, the primary direct listings, which can be a very attractive 12 Among other restrictions, Regulation M prohibits floor listing was approved by the SEC. As of way for the right company to go public, issuers, selling securityholders, and other the time of this writing, no direct listing under particularly in light of the new rules allowing distribution participants (and their respective the primary direct floor listing rules of the companies to effect a primary capital raise affiliated purchasers) from bidding for, purchasing NYSE has been effectuated. In addition concurrently with a direct listing. Even if a or attempting to induce any person to bid for or to primary direct floor listings, companies company chooses not to do a direct listing, purchase the security that is the subject of the distribution during a specified period of time prior with an immediate need for capital also elements of the direct listing process, such to pricing and ending at the completion of the have options for raising capital prior to, or as innovations around investor education distribution, unless the activity falls within one of shortly after, a direct listing. These include a and lock-up arrangements, may find their certain enumerated exceptions. traditional private placement of convertible way into the traditional IPO process.

52 NYSE IPO Guide Contributor profiles

Latham & Watkins LLP 1271 Ave. of the Americas , NY 10020 Tel: +1 212 906 1200 Web: www.lw.com

advises on cross-border transactions, debt public and offerings, debt exchange offers, high- debt offerings, exchange offers, tender offers and consent Marc Jaffe IPOs, public and private equity offerings, solicitations. In addition, Ben was part of the New York Office Managing Partner tender offers and consent solicitations. Latham team that represented Spotify in its [email protected] groundbreaking direct listing on the NYSE in Greg Rodgers 2018 and the financial advisers in the direct Marc Jaffe is the Managing Partner of Partner listings of Slack and Coinbase. Latham & Watkins’ New York office. He [email protected] previously served as Global Chair of Alex Cohen the firm’s Corporate Department and Greg Rodgers is a Partner in the New York Partner & National Office Co-Chair Global Co-Chair of the Capital Markets office of Latham & Watkins and member of [email protected] Practice. Marc represents leading issuers, the firm’s Corporate Department and the firms and investors Capital Markets, Derivatives, and Public Alex Cohen is a Partner in the Washington, in both public and private debt and equity Company Representation Practices. In D.C. office of Latham & Watkins and offerings, as well as in lending transactions. matters, Greg represents Co-Chair of the firm’s National Office, a He handles high-profile and precedent- issuers, investors, and investment banks in central resource for clients and Latham setting corporate finance matters on public and private equity, debt and hybrid lawyers facing complex issues arising under behalf of prominent US and foreign capital markets transactions, commercial the US securities laws. Alex served as the investment banks, public companies, lending transactions, restructurings SEC’s Deputy General Counsel for Legal non-US , private equity funds and other financing transactions, with a Policy and Administrative Practice and later and mezzanine investment funds. He particular focus on equity-linked securities as Deputy Chief of Staff. also advises on general securities and and investment grade and high-yield debt corporate matters. In addition, Marc co-led securities. In addition, Greg co-led the Paul Dudek the Latham teams that represented Spotify Latham team that represented Spotify in its Partner & National Office Co-Chair in its groundbreaking direct listing on the groundbreaking direct listing on the NYSE [email protected] NYSE in 2018 and the financial advisers to in 2018 and led the teams that represented Coinbase in its direct listing in 2021. the financial advisers in the direct listings of Paul Dudek is a Partner in the Washington, Slack, Asana, and Coinbase. D.C. office of Latham & Watkins and Co-Chair of the firm’s National Office. Paul Ian Schuman served for 23 years as Chief of the Office Partner & Global Capital Markets Practice Benjamin Cohen of International Corporate Finance in the Chair Partner US SEC Division of Finance. [email protected] [email protected] His practice covers all aspects of cross- border transactions involving Ian Schuman is a Partner in the New York Benjamin Cohen is a Partner in the New non-US companies and sovereigns, as well office of Latham & Watkins and Global York office of Latham & Watkins. Benjamin as related regulatory matters. Chair of the firm’s Capital Markets Practice. is a member of the Corporate Department Ian represents issuers and underwriters and focuses on capital markets, general Joel Trotter in complex, high-profile equity and debt securities and corporate matters. He Partner & National Office Co-Chair offerings, both in the United States primarily handles a broad range of capital [email protected] and internationally. Ian also represents markets and other financial transactions, companies with respect to general including IPOs, direct listings, high-yield Joel Trotter is a Partner in the Washington, corporate and securities matters. He debt offerings, leveraged buy-outs, D.C. office of Latham & Watkins and

120 NYSE IPO Guide Contributor profiles

NYSE 11 New York, NY 10005 Tel: +1 212 656 4050 Web: www.nyse.com

Co-Chair of the firm’s National Office. FINRA subcommittee. In addition, Dana was John Tuttle He is the former Global Co-Chair of the part of the Latham team that represented Vice Chairman & Chief Commercial Officer, Public Company Representation Practice Spotify in its groundbreaking direct listing on NYSE Group and previously served for 10 years as the NYSE in 2018 and the financial advisers [email protected] Co-Chair of the Corporate Department in in the direct listings of Slack and Asana. the Washington, D.C. office. Joel’s practice John Tuttle is Vice Chairman and focuses on capital markets transactions, Brittany Ruiz Chief Commercial Officer for the NYSE , securities Associate Group, a wholly-owned subsidiary of the regulation and corporate governance. He [email protected] Intercontinental Exchange, Inc. (NYSE: ICE). represents issuers and underwriters in the As a member of the senior leadership process and other SEC- Brittany Ruiz is an Associate in the New team, John leads the NYSE’s Global related matters. He counsels boards of York and Los Angeles offices of Latham Listings, Capital Markets, and Exchange directors on governance issues, corporate & Watkins. Brittany is a member of the Traded Products and is crises and business combination proposals. Corporate Department and her practice responsible for managing the Exchange’s As one of two lawyers on the IPO Task focuses on capital markets, general relationships with more than 2,300 NYSE- Force, Joel served as a principal author of securities and corporate matters. She listed companies and with the investment the IPO-related provisions of the Jumpstart advises issuers and investment banks on banking, private equity, and our Business Startups Act of 2012, enacted a variety of equity and debt capital markets legal communities. by a nearly unanimous Congress to reform matters, including IPOs, direct listings In addition, he leads the NYSE’s the IPO process for emerging growth and high-yield debt securities. In addition, business development efforts for IPOs, companies. Brittany was part of the Latham team that direct listings, exchange-traded funds, represented Spotify in its groundbreaking structured products, closed-end funds and Dana Fleischman direct listing on the NYSE in 2018 and real estate investment trusts (REITs) listing Partner represented the financial advisers in the on NYSE or NYSE American. [email protected] direct listings of Slack and Coinbase. Since joining the NYSE in 2007, John has served in a succession of roles Dana Fleischman is a Partner in the including COO, Global Head of Listings, New York office of Latham & Watkins Chief of Staff, Head of Corporate Affairs, and and member of the Capital Markets and as Managing Director of Global Affairs and Financial Regulatory Practices, as well as Government Relations for NYSE , the firm’s global Financial Institutions Group. then-parent company of the NYSE, as She is well-recognized as one of the world’s well as five other financial exchanges in leading securities law and broker-dealer Europe. Prior to joining the organization, regulatory lawyers. Dana’s practice focuses John held various roles in the United States on matters involving the regulation of broker- government, including at the United States dealers and securities markets, advising Department of State and at the White clients on a wide range of corporate and House. regulatory compliance matters, including in John holds an MBA from the University connection with mergers and acquisitions, of Notre Dame and a BBA from Eastern public offerings and private placements, Michigan University. internal investigations and enforcement matters, and cross-border transactions. Dana serves in several prominent and influential capacities, including as counsel to The Securities Industry and Financial Markets Association on various matters and as Chair of the American Bar Association’s

NYSE IPO Guide 121 NYSE 11 Wall Street New York, NY 10005 Tel: +1 212 656 4050 Web: www.nyse.com