|
October 30, 2006
Introduction to Lawyer Links
Select Lawyer
Links Topic Pages
|
 Lawyer
Links Topic Pages
|
Timetable and Checklist for an Initial Public
Offering
|
Highlights
- Detailed time schedule of
the various activities involved in an IPO; list of the documents that are
prepared in connection with an IPO; typical allocations of responsibilities
among parties
Lawyer
Links Topic Pages
|
Considerations at the Planning Stage
|
Highlights
- Review of the company's
organizational and capital structure; articles and bylaws; management, tax and
accounting concerns; arrangements for maintaining control; employment
agreements; amending stock option and other benefit plans to meet 1934 Act
rules; Sarbanes-Oxley considerations, the business plan and use of proceeds
|
The Registration Process
|
Highlights
- The regulatory
requirements; drafting the registration statement, with emphasis on such
sections as risk factors and MD&A (with focus on recent SEC pronouncements); the
use of projections and forecasts; filing, processing and effectiveness of the
registration statement; gaining confidential treatment; plain English
considerations; NASD review
|
Underwriting Agreements
|
Highlights
- Drafting and negotiating an
underwriting agreement. Focus on key provisions that may matter. Impact of
Securities Offering Reform on the negotiations
|
Accounting Issues
SEC_CODE_REF_0090001192884
|
Highlights
- Selection of auditors;
basic financial information required; the audit opinion and qualifications;
special accounting issues affecting certain issuers, such as revenue
recognition, reserves, and "cheap stock"; comfort letters; accounting
considerations in the post-Enron world
|
Communications During Registration
|
Highlights
- Avoid "gun-jumping";
restrictions during the four-month process; do's and don'ts for the IPO "quiet
period"; the new world after the Securities Offering Reforms
|
Underwriting an Initial Public Offering
|
Highlights
- Standards for accepting an
IPO; determining the price and size of the offering; types of underwriting
arrangements, including Dutch Auction arrangements, and underwriters'
compensation (discount, expense allowance, warrants, rights of first refusal,
NASD guidelines); company directed securities, selling shareholders, lock-ups;
mechanics of distribution; stabilizing activity; special problems of hot issues
|
Liabilities in Initial Public Offerings
|
Highlights
- An overview of the
statutory basis and grounds for liability of issuers, issuer's officers and
directors, underwriters and accountants
|
The SEC's Views
|
Highlights
- When is a pre-filing
conference available; nuts and bolts of the SEC review process; the comment
letter; commonly encountered problem areas; how counsel may expedite the
registration process; proposed changes
|
Due Diligence Review
|
Highlights
- Scope and purpose;
diligence checklist; role of issuer's counsel and counsel for the underwriters;
comfort letters
|
Faculty
|
to open boxes and dropdowns
