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Category Archives: IPO On-Ramp

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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

The Rise of Foreign Issuer IPOs

Posted in IPO On-Ramp

Foreign issuer IPOs have been increasing recently as foreign issuer activity continues to improve since a marked decline in 2011 and 2012. This decline resulted in part from market volatility in the aftermath of the financial crisis and the perception that the regulatory burdens of being a U.S. reporting company (including restrictions imposed by the… Continue Reading

The Return of Biotech IPOs

Posted in Biotech, IPO On-Ramp

Biotech IPO market activity has recently returned to levels not seen since before the financial crisis. This has been brought about in part by the accommodations afforded issuers under the Jumpstart Our Business Startup Act (“JOBS Act”). Under the JOBS Act, issuers that qualify as “emerging growth companies” (“EGCs”) can take advantage of a number… Continue Reading

Overcrowding?

Posted in IPO On-Ramp

This morning’s IFR US ECM Briefing reported on another significant IPO trend—the fact that over time it has become more common for IPO issuers to appoint several co-managers.  IFR cites data from Thomson Reuters, noting that, “It takes more than three bookrunners to take a company public in 2014, versus just one or two bookrunners… Continue Reading

The JOBS Act and IPO Volume

Posted in IPO On-Ramp, JOBS Act News

An academic study titled “The JOBS Act and IPO volume:  Evidence that disclosure costs affect the IPO decision” (Dambra, Field, and Gustafson, available through SSRN) provides an interesting analysis of the effect of the JOBS Act on IPO activity.  The study catalogues certain provisions of Title I of the JOBS Act as “de-burdening” provisions (principally… Continue Reading

Complimentary Seminar: Navigating the On-Ramp Traffic: JOBS Act IPOs

Posted in Events, IPO On-Ramp, JOBS Act News

During this session, we will provide an overall update on the status of JOBS Act implementation, as well as what you can expect in the coming months.  We will discuss the IPO market, recent IPO trends, and developing legal, accounting and disclosure issues.  During our session, which will take place at Morrison & Foerster’s New… Continue Reading

BIO Industry Group Comments on JOBS Act

Posted in IPO On-Ramp, JOBS Act News

The Biotechnology Industry Organization (BIO) issued a press release (see:  http://www.biotech-now.org/events/2014/07/biotech-ceos-speak-out-on-jobs-act-success#), with the below infographic (reprinted from BIO) noted that this week marks a JOBS Act milestone with the 100th company to have gone public since the Act was passed.  The press release includes anecdotes about some recent biotech IPOs.  Biotech has been one of… Continue Reading

Post-JOBS Act IPO Trends

Posted in IPO On-Ramp, JOBS Act News

Earlier this month, we commented on some statistics regarding the number of IPOs and the IPO backlog (based on public filings).  Here, we offer a few more insights into recent trends in the IPO market based on various publicly available sources. There were 70 IPOs that priced in the second quarter of 2014.  Of those… Continue Reading

The Hot IPO Market Continues

Posted in IPO On-Ramp

The first half of 2014 has seen the hottest IPO market in 14 years – 133 IPOs priced, raising more than $30 billion in proceeds. This is already greater than the total number of IPOs priced during 2011 and 2012.  The second quarter even included five IPOs that raised more than $1 billion each.  There… Continue Reading

The Return of Smaller IPOs

Posted in IPO On-Ramp

IPO market activity has recently returned to levels not seen since before the financial crisis. With 70 IPOs in the first quarter and 114 IPOs year-to-date, 2014 is off to the fastest start since 2000 and is on pace to finish with nearly 300 IPOs, which would be the highest annual total in 14 years…. Continue Reading

And we thought things were going well…

Posted in IPO On-Ramp

Recently, the Committee on Capital Markets Regulation published information regarding the competitiveness of our US capital markets. See the Committee’s site (http://capmktsreg.org/2014/05/continuing-competitive-weakness-in-u-s-capital-markets-4/) for detailed statistics that seem to focus principally on whether foreign issuers are looking to the United States for their IPOs. The report notes that “While the overall U.S. IPO market did see renewed signs… Continue Reading