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Category Archives: IPO On-Ramp

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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

Pre-IPO Selling Procedures Need to Be Adequately Supervised, According to FINRA

Posted in IPO On-Ramp

Broker-dealers selling interests in IPOs need to have adequate supervisory systems to ensure that registered representatives do not make actual sales before the securities are registered, according to a settlement of a formal disciplinary proceeding announced by FINRA yesterday. In this particular case, FINRA found that for a little  more than a year, a firm… Continue Reading

What’s Driving the Strong U.S. IPO Market? A Look at the JOBS Act at Its Second Anniversary In Light of the Increased IPO Volume

Posted in IPO On-Ramp, JOBS Act News

The Jumpstart Our Business Startups Act (the “JOBS Act”), designed to stimulate IPO activity in the U.S. is celebrating its second anniversary this month at a time when U.S. IPO activity is at a high since 2000. While adoption of several of the JOBS Act accommodations are increasing, confidential submissions of IPO registration statements has… Continue Reading

Developing a small company mini-IPO market

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

Despite a recent upsurge in U.S. IPO activity, including the high-profile Facebook and Twitter public offerings, IPO activity has been on the decline over the past decade. In fact, between 2001 and 2011 fewer than 100 companies went public each year, compared to an average of 311 annual IPOs between 1980 and 2000. To read… Continue Reading

Practical Law 2013 IPO Round-up

Posted in Emerging Growth Company Status, IPO On-Ramp, JOBS Act News

Practical Law recently published a round-up of 2013 IPOs, which includes useful statistics on the use of various JOBS Act accommodations, industry trends, selling stockholder participation, and exchange listing. In summary, 81.4% of issuers filed as EGCs and 69.4% submitted their registration statements confidentially.  As PLC notes, only 22 or 14.8% of EGC issuers chose… Continue Reading

Testing the Waters

Posted in Emerging Growth Company Status, IPO On-Ramp, SEC News

An issuer that is considering or that has commenced an initial public offering (“IPO”) should take special care to familiarize itself with the communications rules applicable to offerings. First, an issuer should keep in mind that communications may be viewed as impermissible “gun jumping” activities designed to condition the market for the issuer’s securities.  Second,… Continue Reading

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

Posted in IPO On-Ramp, SEC News

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial public offering (“IPO”) prospectuses.  The updates revise prior SEC guidance recommending that issuers, in their disclosure of pre-IPO share-based compensation, include tabular disclosure (for… Continue Reading

The plus side of Reg A

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter.  But there’s more to the JOBS Act than these better publicized… Continue Reading

FINRA’s Annual Priorities Letter

Posted in IPO On-Ramp

FINRA has released its annual letter highlighting its areas of focus.  Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act.  For example, the letter notes that given the resurgence of the IPO market, FINRA will review the firm’s due diligence activities, monitor the completeness and accuracy of… Continue Reading

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading