The Complete Going Public Handbook: Everything You Need to Know to Turn a Private Enterprise into a Publicly Traded Company

The Complete Going Public Handbook: Everything You Need to Know to Turn a Private Enterprise into a Publicly Traded Company

by Frederick D. Lipman

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Overview

The Complete Going Public Handbook: Everything You Need to Know to Turn a Private Enterprise into a Publicly Traded Company by Frederick D. Lipman

Over the past two years an extraordinary number of companies have gone public, generating billions of dollars in capital from stock and bond issues. In The Complete Going Public Handbook, finance attorney Frederick D. Lipman untangles the complexities of the going public process and describes with insight and detail every step of the process. Inside you will find the pros and cons of going public, the ins and outs of an IPO, advice for developing a five-year advance plan, tips for attracting investment bankers, and much more. This new edition also includes information on recent Internet IPOs, an excerpt from a high-profile prospectus filing, and actual underwriting costs from current IPOs.

Product Details

ISBN-13: 9780761524069
Publisher: Crown Publishing Group
Publication date: 03/30/2000
Pages: 464
Product dimensions: 6.28(w) x 9.26(h) x 1.37(d)

About the Author

Frederick D. Lipman lectures on private equity in the MBA Program at the Wharton School of Business and has taught at the University of Pennsylvania Law School for ten years. The author of numerous books, including Financing Your Business with Venture Capital, The Complete Going Public Handbook, and Audit Committees, and a commentator on selling businesses and initial public offerings (IPOs) for CNN and CNBC, he has guided companies through the sale and IPO process for more than 40 years. Mr. Lipman is a graduate of Harvard Law School and a partner of the nationally prominent Philadelphia law firm of Blank Rome Comisky & McCauley LLP, which has offices in New York, Connecticut, Ohio, New Jersey, Pennsylvania, Delaware, Maryland, Washington, D.C., and Florida.

Table of Contents

Acknowledgmentsix
Introductionxi
1The Advantages and Disadvantages of Going Public1
The Advantages1
The Disadvantages7
2Advance Planning13
Ten Suggestions13
3The World of Underwriters33
What You Should Know About Underwriters34
How to Attract Underwriters44
Selecting an Underwriter45
Limits on Underwriter Compensation and Offering Expenses52
4Registering and Marketing the Traditional IPO57
The Valuation of Your Company57
Letter of Intent59
Types of Underwritings61
The Cost of a Traditional IPO62
Due Diligence65
Press Releases and Publicity67
Major Participants and Timetable71
The Prospectus72
The Registration Process73
State Securities Laws73
Road Shows76
The Pricing Meeting77
Execution of Underwriting Agreement, Lock-up Agreements, and Effective Date78
Directed Shares80
Closing80
5Preparing the Prospectus for the Traditional IPO81
SEC Registration Forms82
Advantages of Forms SB-1 and SB-283
Legal Concerns84
Sections of Form S-1 Prospectus85
Plain English98
6Nontraditional Methods of Going Public99
What Are Nontraditional IPOs?99
Why Can't a Company Qualify for a Traditional IPO?100
Why Consider a Nontraditional IPO?101
Are There Any Advantages of Nontraditional IPOs Over Traditional IPOs?103
7Self-Underwritings and Best-Efforts Public Offerings105
Marketing105
Broker-Dealers106
Officers and Employees Aftermarket Trading107
Direct IPOs Over the Internet108
Legal Considerations109
Protecting Your Personal Assets111
How Does the Company Choose Which Offering It Wants?111
Summary of Public and Private Offering Choices118
Text of NASAA Model Accredited Investor Exemption121
8Regulation A: The $5 Million Offering127
Testing the Waters128
Who Can File Under Regulation A?130
Bad Boy Disqualification130
How Much Money Can Be Raised?131
Offering Statement and Offering Circular132
Outline of Regulation A133
9SCOR: The $1 Million Do-It-Yourself Registered Offering141
Federal Registration Exemption143
State Securities Laws144
10Mergers with Publicly Held Shell Corporations and Spin-Offs149
Shell Mergers150
Spin-Offs153
11Trading on the NASDAQ Stock Market and National Securities Exchanges157
Initial Listing Requirements159
Over-the-Counter Market vs. Exchanges159
What Is Best?169
Tick Rule and Short-Selling170
Fees172
Maintenance Criteria172
Corporate Governance Requirements174
Getting Your Stock in the Newspaper176
The NASDAQ National Market Fee Schedule177
The NASDAQ SmallCap Market Fee Structure178
12Being Public181
Brief Summary183
Form 3, Form 4, and Form 5 Reports--Section 16(a) of the 1934 Act185
Liability for Short-Swing Profits--Section 16(b) of the 1934 Act187
Short Sales and Sales Against the Box--Section 16(c) of the 1934 Act190
Personal Use of Inside Information--Rule 10b-5 Under the 1934 Act191
Tipping of Material Confidential Information--Rule 10b-5 Under the 1934 Act195
Schedules 13D and 13G--Sections 13(d) and 13(g) of the 1934 Act196
Trading During Distribution of Securities--Regulation M Under the 1934 Act198
Foreign Corrupt Practices of 1977--Sections 10A, 13(b)(2), and 30A of the 1934 Act199
Participants, Aiders and Abettors, Conspirators, and Controlling Persons204
Conclusion206
13Rule 144 of the 1933 Act207
One-Year Holding Period for Restricted Securities209
Amount Salable Under Rule 144210
Adequate Public Information212
Manner of Selling213
Form 144213
Exemption for Restricted Securities Held Two Years214
Control Securities214
Conclusion214
14The Story of an IPO217
Appendixes
1Excerpts from Drkoop.com, Inc.'s Prospectus Dated June 8, 1999235
2Firm-Commitment IPO Underwritings Filed with the SEC, Which Were Publicly Offered During 1999, Listed by Name of Lead Managing Underwriter287
3Underwriting Discount and Certain Expenses of Firm-Commitment IPOs Filed with the SEC, Which Were Publicly Offered During 1999, Listed by Name of Lead Managing Underwriter315
4Timetable for Traditional IPO349
5Excerpts from Regulation A Offering Circular of Real Goods Trading Corporation Dated June 21, 1993357
6Form U-7 (Contains the SCOR Form)399
Index439
About the Author449

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