International and U.S. IPO Planning: A Business Strategy Guide
- 3h 52m
- Frederick D. Lipman
- John Wiley & Sons (US)
- 2009
Going public is the dream of many private companies, whether they are considering a U.S. or international initial public offering (IPO). Founders of private companies can maintain their control positions in the public company and still sell their personal stock to diversify their investments. In addition, public companies can typically raise capital more cheaply and easily than private companies, with far fewer operational restrictions. By laying out a detailed blueprint for an effective IPO, International and U.S. IPO Planning provides the advanced planning steps necessary to maximize success in today's global environment.
Careful advance planning is crucial to having a successful IPO and should be started years before the IPO target date, whether in the U.S. or internationally. Although excessive U.S. regulations have sullied the IPO dream of many smaller U.S. private companies, this hands-on business strategy guide explores the promising international IPO markets that are increasingly hospitable to IPOs of private companies throughout the world, including the Alternative Investment Market (AIM) of the London Stock Exchange as well as other international exchanges, and explores the U.S. tax issues of an international IPO. The book also analyzes both traditional and nontraditional U.S. IPOs, including the pros and cons of mergers into public shells and SPACs.
Author Frederick Lipman shares his four decades of experience in IPOs, corporate governance, mergers and acquisitions, and private equity, and presents the eight actions every private company should take to prepare their company for a successful U.S. or international IPO, including:
- Developing an impressive management team and using equity incentives to attract and retain key executives
- Growing the business to make the company more attractive for an IPO, including "roll-ups"
- Making sure auditing or auditable financial statements are available
- Changing questionable business practices well before an IPO
- Avoiding a hostile takeover by inserting provisions into the charter of the public company
- Implementing corporate governance mechanisms, including the formation of an audit committee consisting of independent directors, the development of good internal controls, and a whistleblower policy
- Creating insider bailout opportunities so that insiders can directly or indirectly receive some of the proceeds from the IPO
- Taking advantage of IPO windows and fads
Frederick Lipman also examines the right time to list and when staying private may be the best strategy. Rich with helpful guidance and global in scope, International and U.S. IPO Planning is essential reading for all executives and professionals involved in the IPO process.
About the Author
Frederick D. Lipman, a Harvard Law School graduate, is a senior partner with the international law firm of Blank Rome LLP and specializes in advising both U.S. and Chinese IPO candidates globally. He has appeared on CNBC, CNN, and Bloomberg Television, as well as Chinese television, as a national commentator on initial public offerings. He has been a lecturer in the MBA program at the Wharton School of Business and at the University of Pennsylvania Law School, and recently has lectured in Changsha, China; Mumbai, India; and Bangkok, Thailand.
In this Book
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International and U.S. IPO Planning—A Business Strategy Guide
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Introduction
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Pros and Cons of a U.S. IPO
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Develop an Impressive Management and Professional Team
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Grow the Company’s Business with an Eye to the Public Marketplace
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Obtain Audited or Auditable Financial Statements Using IPO-Acceptable Accounting Principles
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Cleaning Up the Company’s Act
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Establish Antitakeover Defenses
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Develop Good Corporate Governance
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Create Insider Bail-Out Opportunities and Take Advantage of IPO Windows
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Structuring an International IPO
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U.S. Income Tax Considerations in Establishing or Migrating a Corporation Offshore
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Traditional U.S. IPOs
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Reverse Mergers into Public Shells
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Using a SPAC to Go Public
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Regulation A: $5 Million Offering
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SCOR: $1 Million Do-It-Yourself Registered Offering
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List of International Stock Exchange Web Sites
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Responses of International Exchanges to IPO Survey
