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