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Category Archives: IPO On-Ramp

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Brief Updates on Capital Formation and Related Matters

Posted in Capital Formation, Exchange Act Registration Thresholds, General Solicitation, IPO On-Ramp, SEC News

At today’s meeting of the American Bar Association’s Federal Regulation of Securities Committee meeting in Washington, DC, various representatives from the Securities and Exchange Commission provided some comments and updates. During his presentation, the Director of the Division of Corporation Finance, Keith Higgins, reviewed the Staff’s current priorities, which also had been identified by Chair… Continue Reading

Know Your Weaknesses:  PwC reports on disclosing material weaknesses during the IPO process. 

Posted in IPO On-Ramp

PwC recently released a study on the effect of disclosing material weaknesses (MWs) during an issuer’s initial public offering.  Disclosing material weaknesses, which are defined by the SEC as “a deficiency, or a combination of deficiencies in Internal Control over Financial Reporting (ICFR) such that there is a reasonable possibility that a material misstatement of… Continue Reading

Complimentary Teleconference: Too Many Exempt Offering Choices?

Posted in Crowdfunding, Events, IPO On-Ramp, Regulation A+, Rule 506

On November 16, 2015 at 12:00 p.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will lead a teleconference on exempt offering choices available to issuers. Now that the final Regulation Crowdfunding has been released, all of the new offering formats contemplated by the JOBS Act will be available to issuers. Of course,… Continue Reading

Guidance for IPO Issuers

Posted in IPO On-Ramp, JOBS Act News

At today’s Practising Law Institute program, the Securities Regulation Institute, the Director of the Division of Corporation Finance of the Securities and Exchange Commission joined a panel discussion on capital markets related developments.  The Director provided brief remarks.  Mr. Higgins noted that IPO issuers are taking advantage of the ability to make confidential submissions and… Continue Reading

The Small IPO

Posted in IPO On-Ramp

There have been any number of economic analyses demonstrating that the public markets remain inhospitable to smaller IPOs and blog posts (many, ours) lamenting the absence of smaller IPOs.  Recently, in preparing for a conference, we came across a number of papers that raise the question as to whether we’ve been lamenting something that no… Continue Reading

West LegalEdcenter Webinar: Foreign Issuers Doing IPOs in the US

Posted in Events, IPO On-Ramp

On Wednesday, October 21, Morrison & Foerster Partner Ze’-ev D. Eiger will host a West LegalEdcenter webinar entitled “Foreign Issuers Doing IPOs in the US”. Foreign issuers seeking to diversify their financing opportunities may consider doing an IPO in the U.S. as the U.S. capital markets remain among the deepest and most active equity markets… Continue Reading

Industry Reports on 3Q U.S. IPO Market Activity

Posted in IPO On-Ramp

Renaissance Capital released its Fall 2015 US IPO Preview in early September, which reported that 131 IPOs were completed, raising $22 billion. The healthcare sector led the IPO market in number of offerings thanks to the increased number of biotech company IPOs. Renaissance predicted that healthcare IPOs would continue to drive IPO activity through the… Continue Reading

NYCBA Event: How to do an IPO

Posted in Events, IPO On-Ramp

On Wednesday, October 21, 2015, Morrison & Foerster Partner Anna Pinedo will speak on a panel entitled “The Basics of IPOs” at the New York City Bar Association’s “How to do an IPO” event.  This event will cover necessary requirements for successful implementation of Initial Public Offerings. The program will provide invaluable, in-depth information regarding… Continue Reading

Complimentary Teleconference: Up-C IPO Tax Considerations

Posted in Events, IPO On-Ramp, Tax

On October 20, 2015, at 12:00 pm EST, Morrison & Foerster Partners Thomas Humphreys and Remmelt Reigersman will lead a teleconference on the Tax Considerations of Up-C IPOs. The IPO market is humming along and so is the use of “Up-C” structures. Under the right circumstances, an Up-C structure has the potential to deliver significant economic… Continue Reading

IFLR Publishes Bankers’ Counsel Poll on Initial Public Offerings

Posted in EGCs, IPO On-Ramp, JOBS Act News, Venture Capital

The International Financial Law Review (IFLR)’s Bankers’ Counsel Poll was compiled with Morrison & Foerster LLP. With input from partners Anna Pinedo and James Tanenbaum, poll questions were formulated. Using recommendations of in-house counsel from the editorial team and Morrison & Foerster, the poll was distributed to counsel at the largest global investment banks that… Continue Reading

The Short Field Guide to IPOs

Posted in IPO On-Ramp

Since the adoption of the Jumpstart Our Business Startups (JOBS) Act, emerging companies have a broader array of financing alternatives, including the opportunity to rely on the accommodations available to emerging growth companies under the Title I “IPO on-ramp” provisions. Our recently updated IPO Field Guide provides an overview of the path to an initial… Continue Reading

Growth Capital-backed IPOs

Posted in IPO On-Ramp

In a paper that will be published in The Financial Review, Professor Jay Ritter presents interesting data on “growth capital-backed IPOs” undertaken in the United States from 1980 to 2012.  The paper excludes life science and biotech companies and generally excludes tech companies and instead looks at “growth capital companies,” which are defined to, among… Continue Reading

Does Loyalty Count?

Posted in IPO On-Ramp

In recent years, there has been increased focus on “short-termism” within public companies—some speculate that the rise of high frequency trading, activism, and similar developments have exacerbated the focus on short-term returns.  A number of academics, including Patrick Bolton and Frederic Samama, have proposed contractual approaches to reward loyal holders of public companies through the… Continue Reading

2015 BDO IPO Halftime Report — Survey finds decrease in IPO activity and increased positive sentiment towards JOBS Act

Posted in IPO On-Ramp, JOBS Act News

Last week, BDO USA released its 2015 IPO Halftime Report which surveyed capital markets executives from various investment banks on IPO activity and trends for 2015.  The report found that the number of U.S. IPOs and aggregate proceeds are down significantly when compared to the same period in 2014 and notes that predictions point toward… Continue Reading

Non-U.S. Company IPOs Maintain Presence in U.S. Market

Posted in IPO On-Ramp

According to a recent report by Wolters Kluwer, non-U.S. companies completing IPOs in the United States account for 21% of all U.S. IPOs in 2015, to date.  These non-U.S. companies have completed 23 IPOs and raised an aggregate $2.29 billion, indicating strong interest by foreign issuers to list in the U.S.  In addition, non-U.S. issuers… Continue Reading

NVCA reports VC-Backed IPO Activity Increase in Q2

Posted in IPO On-Ramp, Venture Capital

A press release by the National Venture Capital Association (NVCA) and Thomson Reuters reports a significant jump in the number of VC-backed IPOs during the second quarter of 2015.   The release notes a 59 percent increase by number of offerings totaling $3.4 billion, more than two times the amount raised during the first quarter of… Continue Reading

FINRA Research Rule Guidance: The New Stages of Grief

Posted in FINRA, IPO On-Ramp, Research

Many market participants were left in a quandary following FINRA enforcement actions in connection with member firm research analyst “participation” in meetings with prospective issuers.  Recently, FINRA published a handful of Frequently Asked Questions relating to its research rules (see:  http://www.finra.org/industry/faq-research-rules-frequently-asked-questions-faq).  The FAQs outline three stages of an IPO a pre-IPO period, a solicitation period,… Continue Reading

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources

Posted in EGCs, IPO On-Ramp

Corporate governance has changed dramatically in the nearly 13 years since passage of the Sarbanes-Oxley Act of 2002 and in the nearly five years since enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.  Likewise, the level of shareholder engagement and institutional investor expectations regarding governance practices have also changed significantly. … Continue Reading

Complimentary Seminar: Choreographing Your Financings

Posted in Biotech, Events, Intellectual Property, IPO On-Ramp, Private Placements, Public Companies

On May 5th, 2015, in Tel Aviv, Israel, Morrison & Foerster will present a complimentary seminar titled “Choreographing Your Financings”. For intellectual property-based companies, like technology and life science companies, planning your financing strategy is essential. Timing your financings in light of upcoming product announcements or design wins, milestones, or trial results may often be… Continue Reading

2014 in IPOs

Posted in IPO On-Ramp

According to Renaissance Capital, there were 273 IPOs that raised $85 billion of gross proceeds. The number of offerings in 2014 increased by nearly 23% and the proceeds raised increased by 55% over 2013. Alibaba’s $25 billion offering was the largest IPO in history, and there were 11 IPOs that exceeded $1 billion in proceeds…. Continue Reading

Waivers of IPO Lock-up

Posted in IPO On-Ramp

We have previously commented on the lock-up requirement in connection with IPOs and noted that it has become somewhat more frequent for underwriters to release issuers and/or their shareholders (including directors and officers) from their lock-up requirements early. Generally, this has been the case where the IPO has performed well and there is interest in… Continue Reading

MIND THE GAAP—Use of Non-GAAP Measures in IPOs

Posted in IPO On-Ramp

A new report released last week by PwC US analyzed the use of non-GAAP measures (NGMs) in IPOs and found that nearly 60% of the IPOs surveyed included at least one NGM, and approximately 95% of IPOs with NGMs included between one and three NGMs in their filing. PwC surveyed over 400 IPOs completed between… Continue Reading

Tax Me Once

Posted in IPO On-Ramp, Tax

For technology and other start-ups, going public can be doubly taxing—literally. “Traditionally, a pre-IPO company is structured as a C corporation, which is legally subject to two tax layers, the first assessed on income earned by the entity, and then again on historic partners and other shareholders when selling stock or receiving dividends,” says New… Continue Reading