NYSE IPO Guide
NYSE IPO Guide
NYSE IPO Guide
Third Edition
ipo
Publisher Timothy Dempsey Project Manager Chloe Tuck NYSE Editorial William Kantrowitz and Zachary Harvey Printing and Binding AGS
NYSE IPO Guide, Third Edition, is published by Caxton Business & Legal, Inc. 27 North Wacker Drive, Suite 601 Chicago, IL 60606 Phone: +1 312 361 0821 Email: tjd@ Web:
ISBN: 978-0-9964982-5-8
Copyright in individual sections rests with the copublishers. No photocopying: copyright licenses do not apply.
DISCLAIMER The NYSE IPO Guide, Third Edition (the "Guide"), contains summary information about legal and regulatory aspects of the IPO process and is current as of the date of its initial publication (April 2021). The Guide should not be relied upon as a substitute for specific legal or financial advice from a professional. Although efforts have been made to ensure that the information herein is correct, the Guide may contain errors or omissions, and the NYSE, the publishers, and the contributing authors disclaim any responsibility for, or duty to update or correct, any such errors or omissions. The views expressed in the Guide are those of the authors alone.
Published by
NYSE IPO Guide Third Edition
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Preface
Stacey Cunningham President, NYSE Group
Introduction: Advantages of listing on the NYSE
NYSE
1. Why go public?
1.1 Advantages of conducting an IPO J.P. Morgan (Investment Banking)
1.2 Potential issues J.P. Morgan (Investment Banking)
1.3 Going public without an offering J.P. Morgan (Investment Banking)
2. Planning ahead
2.1 Look at your company the way investors will Simpson Thacher & Bartlett
2.2 Prepare to be a public company Simpson Thacher & Bartlett
2.3 Revisit risk with a public company mindset Simpson Thacher & Bartlett
2.4 Consider how you will get to the desired tax and organizational structure Simpson Thacher & Bartlett
2.5 Consider the composition of your board of directors Simpson Thacher & Bartlett
2.6 Review related party transactions Simpson Thacher & Bartlett
2.7 Shareholder arrangements Simpson Thacher & Bartlett
5
2.8 Anti-takeover protections
18
6.6 Market perception feedback 62
Simpson Thacher & Bartlett
IHS Markit
2.9 Incentive compensation
6.7 Investment community
arrangements
19
database and CRM
62
Simpson Thacher & Bartlett
IHS Markit
7
2.10Managing third-party risk
22
6.8 ESG and the newly public
IHS Markit
company
64
IHS Markit
3. Preparing to go public
9
3.1 Choosing advisors
J.P. Morgan (Investment
10
Banking)
3.2 Financial information KPMG LLP
10 4. The IPO process
25
26 7. Obligations of a public
company
67
7.1 Ongoing reporting
68
27
Simpson Thacher & Bartlett
7.2 Listing standards
71
NYSE
39
4.1 Process timeline
40 8. A public company and its
J.P. Morgan (Investment
shareholders
73
11
Banking)
8.1 Proxy statement and
4.2 SEC registration and
annual meeting
74
prospectus
41
AST
Simpson Thacher & Bartlett
13
4.3 Underwriting, marketing,
8.2 Providing shareholders
with proxy material
75
and sale
43
AST
14
J.P. Morgan (Investment
Banking)
8.3 Ownership reporting by
shareholders
77
Simpson Thacher
5. Direct listings
47
& Bartlett
14
Latham & Watkins
8.4 Share ownership mechanics 78 AST
6. IR and communications
15
6.1 Preparing an IPO
communications strategy
FTI Consulting
6.2Communicating with the
15
market post-IPO
FTI Consulting
6.3 Legal framework for
communications
15
Simpson Thacher &
Bartlett
6.4 Market intelligence and
17
surveillance
IHS Markit
53
9. Managing risk
81
54
9.1 Liability under the federal
securities laws
82
Simpson Thacher & Bartlett
56
9.2 Class action and derivative
lawsuits
83
Marsh
58
9.3 Indemnification
84
Marsh/Simpson Thacher &
Bartlett
59
9.4 D&O liability insurance
87
Marsh
17
6.5 Investor targeting and outreach 61
9.5 Personal risk management 91
IHS Markit
Marsh
NYSE IPO Guide 3
Contents
10. Foreign private issuers
93 Appendices
103
Appendix V: NYSE American continued listing standards
110
10.1 American depositary
receipts
94
J.P. Morgan (Depositary
Receipts Group)
Appendix I: NYSE domestic
original listing standards,
domestic operating companies,
REITs, and funds
104
Appendix VI: Summary of filing and other requirements based on issuer category KPMG LLP
111
10.2 The IPO process for
Appendix lI: NYSE original
foreign private issuers
98
listing standards, FPIs
106
Simpson Thacher & Bartlett
Contributor profiles
113
Appendix III: NYSE American
10.3 Financial information
99
original listing standards
108
KPMG LLP
Appendix IV: NYSE financial
10.4 IR and communications 100
continued listing standards,
FTI Consulting
US companies
109
4 NYSE IPO Guide
Preface
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