Corporate

Recent Posts

Carlyle Backs Off Arbitration Provision
Posted on 6 Feb 2012 by Brian JM Quinn

Carlyle has apparently backed off including a controversial arbitration provision as part of its IPO that would have prevented unitholder class actions. According to Bloomberg : "After consultations with the SEC, Carlyle investors and other... Read More

Working with Going Public Advisors: Part IV – Experience
Posted on 27 Sep 2013 by David N. Feldman

If you work with folks who look to advise companies considering going public, it is of course important to ensure that they have good experience in doing so. Therefore, I believe two simple questions have to be asked of anyone you might bring on board... Read More

Working With Going Public Advisors: Part III – Costs of Going and Staying Public
Posted on 24 Sep 2013 by David N. Feldman

In talking with folks who want to advise you about the going public process, it is key to determine the following: What costs should we expect to get public and then once we are public? Can you help us determine if we can afford to go and stay public... Read More

Working with Going Public Advisors: Part VI – Raising Money
Posted on 9 Oct 2013 by David N. Feldman

By far the most common reason companies seek to go public is to access capital for growth. It is also very likely the first thing a going public advisor will discuss, namely his or her ability to assist you in bringing in that needed financing. So a critical... Read More

Working With Going Public Advisors: Part VII – Fee Arrangements
Posted on 11 Oct 2013 by David N. Feldman

They say there is no such thing as a free lunch. In Wall Street that is true for sure. So if you are considering going public through an advisor who specializes in helping companies do so, it is very important to understand what fees or other benefits... Read More

Facebook IPO: No Perfect Way to Go Public
Posted on 24 May 2012 by David N. Feldman

All of the regulators' efforts to rein in actual and perceived abuses in reverse mergers and other IPO alternatives have rested on a somewhat flawed assumption: that an IPO is the gold standard method of going public techniques and that all companies... Read More

Did Sarbanes-Oxley Kill IPOs?
Posted on 23 Mar 2011 by David N. Feldman

The op-ed page of the Wall Street Journal yesterday declared that what it called the "bipartison overreaction to the accounting scandals at Enron and WorldCom" known as the Sarbanes-Oxley Act of 2002 (SOX) is the primary reason that there... Read More

IPO Companies and Fee-Shifting Bylaws
Posted on 14 Oct 2014 by Kevin M. LaCroix

One of the more interesting recent developments in the D&O liability arena has been the emergence of issues surrounding fee-shifting bylaws. As readers will recall, in May 2014, the Delaware Supreme Court in the ATP Tours case upheld the validity... Read More

Go Twitter IPO!
Posted on 7 Nov 2013 by David N. Feldman

Social media giant Twitter starts trading following its IPO today. One hopes the lessons of the Facebook IPO debacle are learned. In fact Facebook is now trading $14 above its IPO price, after a very disappointing start. Plus Twitter is choosing a day... Read More

What’s Up with IPOs?
Posted on 7 Apr 2015 by Kevin M. LaCroix

It has been three years since Congress passed the JOBS Act in the hope that aiding “Emerging Growth Companies” would help create jobs. Among other things, the Act’s IPO on-ramp provisions were designed to encourage fledgling companies... Read More

Chinese Internet Giant Alibaba Gets Hit with IPO-Related U.S. Securities Class Action Lawsuit
Posted on 3 Feb 2015 by Kevin M. LaCroix

The year just completed was a banner year for IPOs in the U.S., with more companies completing their initial public offerings on U.S. exchanges in 2014 than in any year since 2000 (as detailed here ). But as I have previously noted ( here ), with an increase... Read More

The Pre-IPO Company and “Failure to Launch” Claims
Posted on 13 Aug 2014 by Kevin M. LaCroix

Due to a combination of favorable circumstances, the number of companies completing initial public offerings is currently at the highest level in years. According to a recent study from Cornerstone Research ( here ), with the 112 IPOs in the first half... Read More

5 Reasons SEC Regulation A+ Is Revolutionary
Posted on 26 Mar 2015 by David N. Feldman

March 25 was a significant day for the world of IPOs, small business and the small-cap markets. The SEC voted unanimously to adopt final rules implementing changes to Regulation A which were mandated by the Jumpstart our Business Startups (JOBS) Act of... Read More

Working With Going Public Advisors: Part VIII – Solid References
Posted on 18 Oct 2013 by David N. Feldman

If you are working with a company that is offering to help you go public, hopefully you will insist on a variety of references. In prior posts we talked about meeting the last three CEOs that this advisor helped. This gives you a sense of whether they... Read More

Examine Going Public Options Carefully
Posted on 8 Mar 2012 by David N. Feldman

In the brave new world of post-"seasoning" smallcap land, how does a company decide the best way to go public? If one assumes a traditional initial public offering is not available, or undesirable even if so, but a company sees the benefits... Read More

  • Blog Post: Did Sarbanes-Oxley Kill IPOs?

    The op-ed page of the Wall Street Journal yesterday declared that what it called the "bipartison overreaction to the accounting scandals at Enron and WorldCom" known as the Sarbanes-Oxley Act of 2002 (SOX) is the primary reason that there are now very few initial public offerings. The...
  • Blog Post: Baby Heading Down with Bathwater? Nasdaq Requests Delay in “Re-IPO” Transactio

    The Reverse Merger Wire reported today that the Nasdaq, in a filing with the SEC, is requesting that post-reverse merged companies that wish to uplist to Nasdaq have at least 6 months of trading over the counter before being allowed to move up. Apparently the idea is that having a few public filings...
  • Blog Post: Deck Chairs Shift but IPO Alternatives Remain Viable

    A few thoughts about where we are now that some of the dust has settled following the passage of "seasoning" requirements to uplist to major exchanges after a reverse merger with a reporting shell. If you are thinking about a strategy to deal with the changes, get in touch! But here are...
  • Blog Post: New Exchange Rules to Address Abuses in IPO Market Involving Reverse Mergers

    On November 8, 2011, the SEC approved new rules that add requirements for initial listings that are accomplished through a reverse merger with a publicly traded shell company. Those that feel the new rules will have little impact base their view on the fact that American exchanges had already informally...
  • Blog Post: Carlyle Backs Off Arbitration Provision

    Carlyle has apparently backed off including a controversial arbitration provision as part of its IPO that would have prevented unitholder class actions. According to Bloomberg : "After consultations with the SEC, Carlyle investors and other interested parties, we have decided to withdraw the...
  • Blog Post: Examine Going Public Options Carefully

    In the brave new world of post-"seasoning" smallcap land, how does a company decide the best way to go public? If one assumes a traditional initial public offering is not available, or undesirable even if so, but a company sees the benefits of being public and can bear the costs of doing...
  • Blog Post: Groupon: You Must Have Fallen From The Sky

    Last week was Groupon's big week, although not in a good way. What happened? Well, the premier source of daily deal dish got knocked down a few more pegs after announcing a revision to 4th quarter earnings and the announcement by management that there was a material weakness in internal controls...
  • Blog Post: Facebook IPO: No Perfect Way to Go Public

    All of the regulators' efforts to rein in actual and perceived abuses in reverse mergers and other IPO alternatives have rested on a somewhat flawed assumption: that an IPO is the gold standard method of going public techniques and that all companies should strive to be "IPO-worthy" as...
  • Blog Post: Working With Going Public Advisors: Part I – The 10 Questions

    Clients considering going public in the small and microcap world often encounter consultants, public shell brokers and investment banks eager to advise them on the process. Sometimes clients meet them as a result of being cold-called, in other cases solid references make the connection. Clients ask...
  • Blog Post: Working With Going Public Advisors: Part II – Should We Be Public?

    We now commence diving into details of questions to ask potential advisors looking to take a company public. One of the most important threshold questions is: Can we benefit long-term from being a public company, and if so why is it preferable to remaining private? Is my industry and stage of development...
  • Blog Post: Working With Going Public Advisors: Part III – Costs of Going and Staying Public

    In talking with folks who want to advise you about the going public process, it is key to determine the following: What costs should we expect to get public and then once we are public? Can you help us determine if we can afford to go and stay public? Too many companies go public without fully understanding...
  • Blog Post: Working with Going Public Advisors: Part IV – Experience

    If you work with folks who look to advise companies considering going public, it is of course important to ensure that they have good experience in doing so. Therefore, I believe two simple questions have to be asked of anyone you might bring on board to assist: How many companies have you advised that...
  • Blog Post: Working with Going Public Advisors: Part V – Explaining All Options

    If you enjoy experiences in which you feel your head can explode, let someone knowledgeable and objective talk to you about all the different ways a company can go public. IPO. Self-underwriting. Self-filing through Form 10. Self-filing through Form S-1. Reverse merger with trading shell, non-trading...
  • Blog Post: Working with Going Public Advisors: Part VI – Raising Money

    By far the most common reason companies seek to go public is to access capital for growth. It is also very likely the first thing a going public advisor will discuss, namely his or her ability to assist you in bringing in that needed financing. So a critical question to ask the potential advisor is:...
  • Blog Post: Working With Going Public Advisors: Part VII – Fee Arrangements

    They say there is no such thing as a free lunch. In Wall Street that is true for sure. So if you are considering going public through an advisor who specializes in helping companies do so, it is very important to understand what fees or other benefits the advisor intends to receive. Of course part...
  • Blog Post: Working With Going Public Advisors: Part VIII – Solid References

    If you are working with a company that is offering to help you go public, hopefully you will insist on a variety of references. In prior posts we talked about meeting the last three CEOs that this advisor helped. This gives you a sense of whether they can show that they really achieve the things they...
  • Blog Post: Go Twitter IPO!

    Social media giant Twitter starts trading following its IPO today. One hopes the lessons of the Facebook IPO debacle are learned. In fact Facebook is now trading $14 above its IPO price, after a very disappointing start. Plus Twitter is choosing a day following a record high on the Dow Industrials index...
  • Blog Post: Working With Going Public Advisors: Part IX – Industry Experience

    I have found that, while not absolutely critical, it can be very helpful in working with advisors who assist companies in going public if they have some knowledge and experience of the industry in which you operate. For certain members of the team you need to get public, like your auditors, that experience...
  • Blog Post: Here’s Something We Haven’t Seen for a While: An Increase in U.S. Public Companies

    The number of companies with shares listed on U.S. stock exchanges increased last year compared to 2012, which is the first annual increase in the number of publicly traded companies in the U.S. since 1997, according to information from the World Federation of Exchanges . As reflected in a February 5...
  • Blog Post: Governance Insight Alert: Alibaba, Weibo and 19 Additional Companies

    The recently announced IPOs of Alibaba and Weibo, the Chinese service providers, shine a light on the range of global corporate governance practices. While companies’ pursuit of friendly corporate governance standards is sometimes termed a “race to the bottom,” in this case it’s...
  • Blog Post: The Pre-IPO Company and “Failure to Launch” Claims

    Due to a combination of favorable circumstances, the number of companies completing initial public offerings is currently at the highest level in years. According to a recent study from Cornerstone Research ( here ), with the 112 IPOs in the first half of 2014, IPO activity is on pace to increase for...
  • Blog Post: What to Watch in the World of D&O

    Every year just after Labor Day, I take a step back and survey the most important current trends and developments in the world of Directors’ and Officers’ liability and D&O insurance. This year’s survey is set out below. Once again, there are a host of things worth watching in the...
  • Blog Post: IPO-Related Securities Litigation Picks Up

    In several posts of the last several months (most recently here ), I have commented that with the increased number of IPOs, an increase in IPO-related securities litigation would likely follow. If the securities litigation filing activity over the last couple of weeks is any indication, the anticipated...
  • Blog Post: JOBS Act Provisions Fuel IPO Surge, Raise Concerns

    All eyes may be on the record-setting IPO of Chinese Internet firm, Alibaba, but the real IPO story for 2014 may be the significant number of IPOs this year involving smaller companies. The number of companies completing IPOs this year is on pace for the highest annual level since 2007, a surge in initial...
  • Blog Post: IPO Companies and Fee-Shifting Bylaws

    One of the more interesting recent developments in the D&O liability arena has been the emergence of issues surrounding fee-shifting bylaws. As readers will recall, in May 2014, the Delaware Supreme Court in the ATP Tours case upheld the validity of a non-stock corporation’s bylaw imposing...