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The Initial Public Offering: A Guidebook for Executives and Boards of Directors - Second Edition (Simplified Chinese Translation Available)

Table of Contents

Chapter 1: Deciding to Go Public

  • Brief Overview of the Legal Framework Governing the IPO Process
    •
  • Benefits
    •
  • Burdens
    •
  • Is the Company Ready?
    •
  • Now or Later?
    •

Chapter 2: Assembling Your IPO Team

  • The Company’s Management Team
    •
  • The Company’s Board of Directors
    •
  • The Managing Underwriters
    •
  • The Company’s Legal Counsel
    •
  • The Underwriters’ Legal Counsel
    •
  • The Company’s Auditors
    •
  • The Company’s Financial Printer
    •
  • Special Experts
    •
  • Others

Chapter 3: Gearing Up

Chapter 4: D&O Liability Insurance

  • The Need for D&O Liability Insurance
  • The Need for D&O Liability Insurance
  • Selecting the Right Broker
  • The Insurance Process
    •

Chapter 5: Managing Publicly During the Offering Process

  • The Pre-filing Period; Gun Jumping Concerns
    •
  • The Waiting Period
    •
  • The Post-Effective Period
    •

Chapter 6: Hosting the Organizational Meeting and Management Presentations

  • Purpose
    •
  • Agenda for the Organizational Meeting
    •
  • Management Presentation
    •

Chapter 7: Potential Liability and the Role of Due Diligence

  • Potential Liability for Violations of Federal Securities Law
    •
  • What is Due Diligence?
    •
  • What is the "Due Diligence Defense"?
    •
  • Why is Due Diligence Important to the Company, the Board of Directors and Management?
    •
  • Why is Due Diligence Important to the Underwriters?
    •
  • What’s the Standard?
    •
  • Examples of Bad Due Diligence
    •
  • Examples of Good Due Diligence
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  • Different Diligence Standards for Different Participants
    •
  • The Use of Experts
    •

Chapter 8: Preparing the Registration Statement and Going Effective

  • Timeline
    •
  • The Drafting Process
    •
  • Contents of the Registration Statement
    •
  • A Word about Words: Plain English Disclosure
    •
  • Filing the Registration Statement with the SEC
    •
  • Filing Exhibits with the SEC and Requesting Confidential Treatment
    •
  • Exchange Act Registration
    •
  • SEC Review
    •
  • Exchange Listing or Nasdaq Quotation (or Both)
    •
  • Going Effective
    •
  • Post-Effective Matters and the Closing
    •

Chapter 9: Underwriting Arrangements and Marketing

  • The Underwriting Fee
  • NASD Review of Underwriting Arrangements
    •
  • The Underwriting Agreement
    •
  • The Comfort Letter
    •
  • Other Underwriting Documents
    •
  • Selling Stockholder Documents
    •
  • Recent Reforms to IPO Allocation and Distributions Process
    •
  • The Changed Role of Research Analysts in the IPO Process - Analyst Conflicts
    •
  • Online Offerings
    •
  • Dutch Auction Offerings
    •
  • The Road Show
    •
  • Pricing the IPO
    •

Chapter 10: Now That You’re Public

  • Managing Relations with Wall Street
    •
  • Periodic Reporting and the Disclosure Obligations of a Public Company and its Stockholders
    •
  • Resales of Restricted Stock
    •
  • Section 16 and Insider Trading
    •
  • Additional Reporting Requirements for Certain Stockholders
    •

Chapter 11: Special Considerations for Non-U.S. Companies

  • "Foreign Private Issuers"
    •
  • Mechanics of the Public Offering
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  • Financial Disclosure Requirements
    •
  • Ongoing Reporting Requirements
    •
  • Corporate Governance
    •
  • Exemptions from Certain Provisions of the Exchange Act
    •

Appendices

  • Appendix A -The Listing Requirements of the NYSE and the Nasdaq National Market
    •
  • Appendix B -Sample Due Diligence Checklist
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  • Appendix C -Sample IPO Timeline
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  • Appendix D -Sample Compliance Calendar
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  • Appendix E -Summary of Selected SEC Rules Adopted in Response to the Sarbanes-Oxley Act of 2002
    •
  • Appendix F -Sample Plain English Comments from the SEC
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  • Glossary
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Download a complimentary electronic copy of the Simplified Chinese Version.

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