NYSE IPO Guide - The New York Stock Exchange

NYSE

IPO Guide

Potential Unlocked... on the Biggest Stage in Business

Tableau Software (NYSE: DATA)

When a company goes public on the NYSE, it is joining the premier global exchange and beginning a partnership that will continue far beyond the opening trade. Opportunities only offered by a NYSE listing:

Unique market model -- light-speed technologies enhanced by human judgment. The deepest pools of liquidity. Unmatched brand exposure providing global visibility, and An unparalleled network of the world's leading companies.

Unlocking the World's Potential.

Publisher Timothy Dempsey

Consulting publisher Brian Curran, NYSE

Editorial and Production Services PreMediaGlobal

Consulting editors Nicolas Grabar, Sandra L. Flow and John Palenberg, Cleary Gottlieb Steen & Hamilton LLP

NYSE IPO Guide, Second Edition, is published by Caxton Business & Legal, Inc 27 N Wacker Drive, Suite 601 Chicago, IL 60606 United States Tel +1 312 361 0821 Fax +1 312 278 0821

Printed by RR Donnelley

ISBN 978-0-615-84229-5

NYSE IPO Guide, Second Edition, ? 2013 Caxton Business & Legal, Inc

Copyright in individual sections rests with the co-publishers. No photocopying: copyright licenses do not apply.

DISCLAIMER This guide is written as a general guide only. It should not be relied upon as a substitute for specific legal or financial advice. Professional advice should always be sought before taking any action based on the information provided. Every effort has been made to ensure that the information in this guide is correct at the time of publication. The views expressed in this guide are those of the authors. The publishers and authors stress that this publication does not purport to provide investment advice; nor do they accept responsibility for any errors or omissions contained herein.

The NYSE IPO Guide, Second Edition, contains summary information about legal and regulatory aspects of the IPO process and is current as of the date of its initial publication (August 16, 2013). Although the NYSE IPO Guide may be revised and updated at some time in the future, the NYSE does not have a duty to update the information contained in the NYSE IPO Guide, and the NYSE will not be liable for any failure to update such information. The NYSE makes no representation as to the completeness or accuracy of any information contained in the NYSE IPO Guide. It is your responsibility to verify any information contained in the NYSE IPO Guide before relying upon it.

NYSE IPO Guide

For an electronic version of the NYSE IPO Guide, please go to: get-started/ipo-kit

NYSE IPO Guide 1

Preface

5

3.4Underwriting, marketing,

6.2 Listing standards

69

Tom Farley

and sale

40

NYSE

President, NYSE Group

J.P. Morgan (Investment Banking)

6.3 Trading and repurchases

70

Introduction

7 4.The IPO on-ramp under

Cleary Gottlieb Steen &

Advantages of a NYSE listing

the JOBS Act

43

Hamilton LLP

NYSE

4.1The JOBS Act: Emerging

growth company status

44

6.4Ongoing compliance

1. Why go public?

9

Fenwick & West LLP

obligations

71

1.1 Advantages of conducting

NYSE Governance Services

an IPO

10

4.2Advantages of emerging

J.P. Morgan (Investment Banking)

growth company status

44 7. A public company and its

Fenwick & West LLP

shareholders

73

1.2 Potential issues

10

7.1 Proxy statement and

J.P. Morgan (Investment Banking)

4.3 Process timeline

45

annual meeting

74

Fenwick & West LLP

Morrow & Co., LLC

1.3 Going public without

an offering

11

4.4 Conclusion

47

7.2 Providing shareholders

J.P. Morgan (Investment Banking)

Fenwick & West LLP

with proxy material

74

Morrow & Co., LLC

2. Preparing to go public

13 5. IR and communications

49

2.1 Choosing advisors

14

5.1Preparing an IPO

7.3Ownership reporting by

J.P. Morgan (Investment Banking)

communications strategy

50

shareholders

76

FTI Consulting

Cleary Gottlieb Steen &

2.2Financial information

15

Hamilton LLP

KPMG LLP

5.2Communicating with the market

post-IPO

52

7.4 Reporting by insiders

77

2.3Antitakeover defenses and other

FTI Consulting

RR Donnelley

governance matters

24

Cleary Gottlieb Steen &

5.3Employee and business

7.5 Related party transactions

78

Hamilton LLP

partner communications

55

Cleary Gottlieb Steen &

FTI Consulting

Hamilton LLP

2.4 Providing for employees

26

Cleary Gottlieb Steen &

5.4Legal framework for

7.6 Share ownership mechanics 79

Hamilton LLP

communications

56

Morrow & Co., LLC

Cleary Gottlieb Steen &

2.5NYSE Governance Services:

Hamilton LLP

8. Managing risk

83

Reviewing and verifying your

8.1 Liability standards

84

program, meeting regulatory

5.5Market intelligence and

Cleary Gottlieb Steen &

standards

29

surveillance

57

Hamilton LLP

NYSE Governance Services

Ipreo

8.2Class action and derivative

3. The IPO process

31

5.6 Investor targeting and outreach 59

lawsuits

85

3.1 Process timeline

32

Ipreo

Marsh

J.P. Morgan (Investment Banking)

5.7 Market perception feedback 60

8.3 Indemnification

87

3.2 SEC registration

33

Ipreo

Marsh

Cleary Gottlieb Steen &

Hamilton LLP

5.8Investment community

8.4 D&O liability insurance

89

database and CRM

61

Marsh

3.3 Prospectus

35

Ipreo

Cleary Gottlieb Steen &

8.5 Personal risk management

93

Hamilton LLP

6. Obligations of a public company 63

Marsh

6.1Reporting and compliance

requirements

64

8.6 Managing compliance risk

94

Cleary Gottlieb Steen &

NYSE Governance Services

Hamilton LLP

2 NYSE IPO Guide

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