Providing expert guidance on how to create a winning IPO, Initial Public Offerings: A Practical Guide to Going Public (Second Edition), is packed with best practices, planning tips, checklists and sample documents to help implements its guidance. Numerous developments—originating from the SEC, FINRA, Congress, and the private sector—continue to shape the IPO landscape. Completely revised and expanded, this latest release (release #7) addresses key changes in legal requirements and market practices of critical interest to IPO companies, lawyers, and market professionals alike.
The latest release for Initial Public Offerings updates many chapters, some of which include:
- Chapter 1. An Introduction to the IPO Market
- Chapter 2. The Elements of Success: Building a Startup Company for an Eventual IPO
- Chapter 5. Corporate Governance; and Appendices 5A-5B Chapter 8
- Chapter 6. Oversight, Controls, and Policies
- Chapter 13. Preparing the Form S-1
- Chapter 17. The SEC Review Process
- Chapter 21. Out-of-the-Ordinary IPOs—Special Issues for Special Issuers
- Chapter 22. Life as a Public Company; and Appendix 22A
- Chapter 24. Post-IPO Liquidity, Fundraising, and Acquisitions
Among the new developments covered in this release are:
- Updated IPO market statistics and outlook, including IPO company metrics (see §§ 1:5 and 21:2 to 21:6, Figures 1-3 to 1-8, and Appendix 20C).
- Pre-IPO fundraising, including updated discussion of initial coin offerings (see § 2:8.1[I]) and updated market statistics on the use of various other financing techniques (see § 2:8).
- Equity compensation, including updated market data on the terms and size of stock incentive plans (see § 2:6.3[B]) and employee stock purchase plans (see § 4:7); and updated discussion of the tax deferral opportunity presented by section 83(i) of the Internal Revenue Code (see§ 8:4.4).
- Updated discussion of estate planning for pre-IPO company executives (see § 8:5).
- EGC considerations, including updated adoption rates (by company industry) for key items of relief available to EGCs (see Table 10-2).
- Quiet period updates, including the SEC’s proposal to allow any company to engage in “test-the-waters” communications with eligible institutional investors in connection with any registered securities offering (see §§ 11:2.2[E] and 18:8.1) and new examples of quiet-period concerns in IPOs and direct listings (see § 11:3.3[B]).
- Form S-1 preparation, including updated discussion of disclosure requirements and illustrative SEC comments (see § 13:2.1), updated prospectus data (see § 13:2.2), and a description of the SEC’s new streamlined procedures for obtaining confidential treatment of eligible portions of material contracts (see §§ 13:2.4 and 16:7).
- SEC review, including a summary of the realignment of Corp Fin’s disclosure review program (see § 17:2.2) and updated statistics on the nature and timing of SEC comments on Form S-1 filings (see § 17:3.7, Table 17-3, and Table 17-4).
- Public company reporting developments, including updated disclosure requirements and proposed changes to the tests for accelerated filer and large accelerated filer status (see §§ 22:2.1, 22:2.2, and 22:2.3), and recent and proposed rule amendments as part of the SEC staff’s ongoing disclosure effectiveness initiative (see § 22:2.5).
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