LexisNexis® Legal Newsroom
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...

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...

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...

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...

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...

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...

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...

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:...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

Exceptional 2014 U.S. IPO Activity Strongest in More Than a Decade

2014 was a very strong year for IPOs globally, but in the U.S., where there were more IPOs this year than any year since 2000, this was an “exceptional” year, according to the latest quarterly global IPO report from accounting and consulting firm EY. The report, entitled “EY Global...

Chinese Internet Giant Alibaba Gets Hit with IPO-Related U.S. Securities Class Action Lawsuit

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 in IPO activity comes the likelihood of IPO...

IPO-Related Securities Suit Filings Surge – in State Court?

A probable accompaniment of the increased IPO activity during 2013 and 2014 is an increase in IPO-related litigation, as I have previously noted . There has already been one high-profile IPO-related securities suit filed this year, the securities class action lawsuit filed last week against the Chinese...

5 Reasons SEC Regulation A+ Is Revolutionary

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 2012. It took a while to get the rules completed...

What’s Up with IPOs?

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 to go public, on the theory that that would boost...

U.S. IPO Activity Remains at Heightened Levels in Year’s First Half

Although the IPO pace is off from last year’s sizzling levels, the number of companies completing IPOs on U.S. exchanges remains at heightened levels. In addition, the number of completed IPOs picked up as the year progressed, suggesting that IPO activity in the U.S. in the year’s second...