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Category Archives: IPOs

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Top Five Considerations in a Challenging IPO Market

Posted in IPOs

This posting is a reprint of an article, co-authored by Bob Lamm and David Scileppi, that appeared in the Daily Business Review on July 15, 2016.     Recent months have been difficult for the initial public offering market. In fact, year-to-date, IPOs are down nearly 60 percent compared to last year. One of the bright… Continue Reading

News from the front lines

Posted in Bob's Upticks, Corporate Governance, Disclosure Guidance, IPOs, Mergers and Acquisitions, SEC

Two news items from the front lines: First, you may recall my mentioning that the Council of Institutional Investors was considering adopting a new policy that would limit newly public companies’ ability to include “shareholder-unfriendly” provisions in their organizational documents (see “Caveat Issuer“, posted on February 13).  I just came back from Washington, DC, where… Continue Reading

Caveat issuer

Posted in Bob's Upticks, Corporate Governance, investor empowerment, IPOs

Despite the wave of corporate governance reform that began after the enactment of Sarbanes-Oxley in 2002 – and that continues pretty much unabated today – companies going public have gotten a pass. Whether the process of going public takes the form of a spin-off or a conventional IPO, newly public companies have been able to… Continue Reading

A high mark (would you believe an A+?) for the SEC

Posted in Bob's Upticks, Capital Raising, IPOs

I’ve done my share of griping about the SEC, but credit needs to be given where credit is due. And credit is due to the SEC for adopting a new, improved version of Regulation A that has become known as “Reg A+”. (OK, we can gripe about how long it took the SEC to adopt… Continue Reading

Video interview: Discussing the Alibaba IPO with LXBN TV

Posted in IPOs

Following up on my recent post on the subject, I had the opportunity to discuss Alibaba’s record-breaking IPO with Colin O’Keefe of LXBN. In the interview, I share my thoughts on some issues worth watching and offer a few takeaways for American companies.

Proposed relief for companies going public is insufficient

Posted in IPOs

In recent weeks, a bill has been reported out of the House Committee on Financial Services promising relief to companies going public.  While I applaud their intentions, this bill will not have much impact, and if anything, is a solution to problems that don’t exist. On March 14, 2014, the House Committee approved 56-0, a… Continue Reading

Stock exchanges compete for technology company IPO listings – Twitter chooses NYSE, but who’s really winning?

Posted in IPOs

These are interesting times for technology companies that are contemplating initial public offerings. For companies of sufficient size, the exchange for the listing of their securities generally comes down to the New York Stock Exchange and the Nasdaq Stock Market. The NYSE has historical prestige and a long track record, while the Nasdaq has cultivated… Continue Reading

Twitter announces its IPO in a tweet

Posted in IPOs

The next big tech IPO is in the works. Twitter, the hugely popular short message social media site, announced last week that it has filed a Form S-1 registration statement with the SEC in connection with the company’s proposed initial public offering. This IPO has been rumored and anticipated for some time, and it will… Continue Reading

The SEC gets tough – Nasdaq to pay record $10 million fine to settle Facebook IPO allegations

Posted in IPOs

May 29, 2013 was a bad day at the office for The Nasdaq Stock Market, LLC as it agreed to pay a $10 million fine to settle allegations arising from the troubled May 18, 2012 Facebook IPO. This payment was announced by the SEC in a press release which was highly critical of Nasdaq management… Continue Reading

Significant stock price questions loom as Facebook lockup restrictions begin to lapse

Posted in IPOs, Technology Company Issues

More interesting times have arrived for holders of Facebook stock. The stock, which has been brutally beaten down from its IPO price, faces new challenges as the “lockup” restrictions (which have been in place since the IPO) began to expire on August 16. This means that a significant number of Facebook shareholders are now able… Continue Reading

Where to list: NYSE or Nasdaq?

Posted in IPOs

Coke vs. Pepsi.  Apple vs. Microsoft.  Energizer vs. Duracell.  All are great brand rivalries.  Today we look at one of the biggest rivalries in the capital markets space: NYSE vs. Nasdaq.  And ever since the Nasdaq debacle with the Facebook IPO, the rivalry has only intensified.  Companies going public face lots of decisions including where… Continue Reading

Submissions of draft registration statements under the JOBS Act

Posted in IPOs

The SEC has announced that it will phase out the secure email system currently being used to submit confidential draft registration statements for emerging growth companies under the JOBS Act.  A new EDGAR-based system will be implemented soon.  We will keep you posted on the change when it happens.

The Facebook IPO – From Sure Thing to Big Mess

Posted in IPOs, Technology Company Issues

Facebook’s IPO seemed like a sure thing only a short time ago. This iconic leader in the technology space led by a charismatic CEO seemed destined to have a blockbuster IPO. The IPO encountered a number of substantial problems and challenges, however, and the stock’s post-IPO performance has been far less than stellar, with none… Continue Reading

Got questions about the JOBS Act? SEC answers 17 common ones

Posted in IPOs

On April 16th, the Securities and Exchange Commission’s Division of Corporation Finance issued 17 Frequently Asked Questions pertaining to Title I of the JOBS Act. The FAQs address some of the threshold questions on how to apply the JOBS Act to emerging growth companies such as how to determine if your company is deemed an… Continue Reading

SEC’s No-Action Letter is good news for pre-IPO companies

Posted in IPOs, Technology Company Issues

On February 13, 2012, the Securities and Exchange Commission issued a No-Action Letter to the Fenwick & West LLP law firm. This No-Action Letter is good news for private companies that are approaching the statutory 500 shareholder limit (which would generally require them to register as public reporting companies under Section 12(g) of the Securities… Continue Reading

Missed in Facebook IPO frenzy: they had to go public. Here are 6 ways private companies can remain private

Posted in IPOs

As reported in the Wall Street Journal, Facebook, Inc. filed a registration statement with the SEC late Wednesday to register to go public.  This continues the recent trend of established technology companies going public since the beginning of last year.  Whether the stock price ultimately supports its expected lofty valuation remains to be seen. While… Continue Reading

Technology IPOs – Where Do We Go From Here?

Posted in IPOs, Technology Company Issues

Some of the best known names in technology were able to conduct initial public offerings during 2011. These included technology companies like LinkedIn, Pandora, Groupon, Zillow, Demand Media and others. This will likely continue tomorrow as one of the most highly anticipated technology company offerings of the year (Zynga, a developer of online games for… Continue Reading

NASDAQ Proposes Rule Change to Initial Listing Standards

Posted in IPOs

NASDAQ recently filed a proposed rule change with the SEC. Upon taking effect, the rule will change the way total assets and shareholders’ equity are calculated for listing purposes on the NASDAQ Global Select Market. To conform with NYSE’s treatment under their comparable standard, NASDAQ proposes to delete the requirement that total assets be demonstrated… Continue Reading