Posts Tagged ‘IPOs’

The JOBS Act and Information Uncertainty in IPO Firms

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday August 20, 2014 at 9:00 am
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Editor’s Note: The following post comes to us from Mary Barth, Professor of Accounting at Stanford University; Wayne Landsman, Professor of Accounting at the University of North Carolina; and Daniel Taylor, Assistant Professor of Accounting at the University of Pennsylvania.

In our paper, The JOBS Act and Information Uncertainty in IPO Firms, which was recently made publicly available on SSRN, we examine whether the Jumpstart Our Business Startups Act (JOBS Act) increases information uncertainty in firms with initial public offerings (IPOs). The JOBS Act, which was signed into law in April 2012, creates a new category of issuer, the Emerging Growth Company (EGC), and eases regulations for EGCs to encourage initial public offerings of their shares. Specifically, the Act includes provisions that allow firms with EGC status to reduce the scope of mandatory disclosure of financial statement and executive compensation information, to file draft registration statements confidentially with the Securities and Exchange Commission (SEC), to delay application of new or revised accounting standards, and to delay compliance with Section 404(b) of the Sarbanes-Oxley Act (SOX), which relates to auditor attestation on internal controls. We find evidence consistent with the easing of these regulations increasing information uncertainty in the IPO market.

…continue reading: The JOBS Act and Information Uncertainty in IPO Firms

2014 IPO Study

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday August 14, 2014 at 9:09 am
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Editor’s Note: The following post comes to us from Julie M. Allen, Partner in the Corporate Department and co-head of the Capital Markets Group at Proskauer Rose LLP, and is based on the Executive Summary of a Proskauer publication; the complete publication, including extensive analysis of multiple industry sectors, is available here.

Our study provides a comprehensive analysis of the 2013 US IPO market.

We examined several key aspects of IPOs, including:

  • The JOBS Act
  • Financial profiles and accounting disclosures
  • SEC comments and timing
  • Corporate governance
  • IPO expenses
  • Deal structure
  • Lock-ups
  • Sponsor-backed companies

We reviewed 100 of the 136 IPOs that priced in 2013 and met our study criteria.

…continue reading: 2014 IPO Study

Enhancing the Effectiveness of the UK Listing Regime—Implementation

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Sunday June 1, 2014 at 9:00 am
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Editor’s Note: The following post comes to us from Simon Witty, partner in the corporate department at Davis Polk & Wardwell LLP, and is based on a Davis Polk client memorandum by Mr. Witty, Will Pearce, Dan Hirschovits, and Victoria Kershaw.

Significant new rules to strengthen the UK premium listing regime have come into force today (The Listing Rules (Listing Regime Enhancements) Instrument 2014). The rules have been the subject of two rounds of consultation by the UK Financial Conduct Authority (“FCA”) and are designed in particular to improve the governance of premium listed companies with a controlling shareholder. Feedback on the responses received has also been published today by the FCA (PS14/8: Response to CP13/15—Enhancing the effectiveness of the Listing Regime).

We summarise the main elements of the new regime below, which are largely as proposed by the FCA in its previous consultation document (see our Client Memorandum dated November 7, 2013). Companies contemplating a premium listing will need to consider the new rules as part of their IPO process and, over the coming months, existing premium listed companies with controlling shareholders will need to implement a number of new measures to comply with the new rules.

…continue reading: Enhancing the Effectiveness of the UK Listing Regime—Implementation

Silicon Valley Venture Survey: First Quarter 2014

Posted by Yaron Nili, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday May 20, 2014 at 9:21 am
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Editor’s Note: The following post comes to us from Barry J. Kramer, partner in the corporate and securities group at Fenwick & West LLP and is based on a Fenwick publication by Mr. Kramer and Michael J. Patrick; the full publication, including detailed results and valuation data, is available here.

We analyzed the terms of 156 venture financings closed in the first quarter of 2014 by companies headquartered in Silicon Valley.

Overview of Fenwick & West Results

Valuation results in 1Q14 were very strong.

  • Up rounds exceeded down rounds 76% to 8% with 16% flat. The 68 point difference between up and down rounds was the largest since 2Q07, when the spread was 70 points
  • The Fenwick & West Venture Capital Barometer™ showed an average price increase of 85%, a significant increase from 57% in 4Q13.
  • The median price increase of financings in 1Q14 was 52%, a significant increase from 27% in 4Q13 and the highest amount since we began calculating medians in 2004.
  • Software and internet/digital media continued to be the strongest industry sectors, with life science, cleantech and hardware lagging but showing respectable results. The percentage of all financings that are for software companies has trended up in recent years, hitting 45% in this quarter.
  • The use of senior liquidation preference fell for the third quarter in a row, an indication of companies having leverage in negotiations with investors.

…continue reading: Silicon Valley Venture Survey: First Quarter 2014

Open Sesame? Not for now, Alibaba

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday May 12, 2014 at 9:25 am
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Editor’s Note: The following post comes to us from John Chrisman, partner at Dorsey & Whitney LLP specializing in mergers & acquisitions and capital markets, and is based on a Dorsey publication by Mr. Chrisman, Eden McMahon, and David Richardson; the full text, including footnotes, is available here.

For months Alibaba Group Holding Limited (“Alibaba”) had tried to convince the Stock Exchange of Hong Kong Limited (“SEHK”) that they should open their doors to the internet giant. Alibaba had proposed a system through which a handpicked group of “partners” would nominate a majority of its board. At the time, commentators rushed to report that Alibaba was seeking to implement a dual share class structure, threatening investor protections. Alibaba had offered an alternative take and tried to convince the public that there was no story at all: their proposed partnership structure merely offered an “alternative view of good corporate governance”. Charles Li, the Chief Executive of the SEHK was meanwhile hearing voices from all sides in his dreams.

…continue reading: Open Sesame? Not for now, Alibaba

Investors Buying Stock in NFL Player through First Fantex IPO

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Saturday May 10, 2014 at 9:00 am
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Editor’s Note: The following post comes to us from Brian Korn, of counsel in the Corporate and Securities Practice Group of Pepper Hamilton LLP, and is based on a Pepper Hamilton publication by Mr. Korn and Andrew D. Kupchik.

On April 28, 2014, shares of Fantex, Inc. (Fantex), which are linked to the performance and earnings of Vernon Davis, star tight end of the San Francisco 49ers, were sold to the public. Other professional football players for whom Fantex has filed initial public offering (IPO) registration statements include quarterback EJ Manuel of the Buffalo Bills and running back Arian Foster of the Houston Texans.

What Is Fantex?

Fantex is an online securities exchange that is a member of the Securities Investor Protection Corporation (SIPC) and Financial Industry Regulatory Authority (FINRA).

How Does Fantex Work?

…continue reading: Investors Buying Stock in NFL Player through First Fantex IPO

By the Numbers: Venture-Backed IPOs in 2013

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday April 16, 2014 at 9:02 am
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Editor’s Note: The following post comes to us from Richard C. Blake, partner at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, and is based on a Gunderson Dettmer report by Mr. Blake and Meaghan S. Nelson.

2013 was the strongest year for venture-backed initial public offerings (IPOs) in almost a decade: 82 deals (the most since 2007) generated aggregate proceeds of over $11.2 billion, an average offering amount of $137.2 million. At least one venture-backed company went public each month in 2013, and the pace of IPOs has accelerated in the first three months of 2014.

…continue reading: By the Numbers: Venture-Backed IPOs in 2013

Disappearing Small IPO and Lifecycle of Small Firm

Posted by Steven Davidoff, Ohio State University College of Law, on Thursday March 6, 2014 at 9:12 am
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Editor’s Note: Steven M. Davidoff is Professor of Law and Finance at Ohio State University College of Law. As of July 2014, Professor Davidoff will be Professor of Law at the University of California, Berkeley School of Law. The following post is based on a paper by Professor Davidoff and Paul Rose of Ohio State University College of Law.

The small company initial public offering (IPO) is dead. In 1997, there were 168 exchange-listed IPOs for companies with an initial market capitalization of less than $75 million. In 2012, there were seven such IPOs, the same number as in 2003.

While there is no doubt that the small company IPO has disappeared, the cause of this decline is uncertain and disputed.

A number of theories have been offered for this decline, but the most prominent theory attributes the decline to increased federal regulation and market structure changes also driven by federal regulation. The explanation for this decline is important, because it has driven passage of the JumpStart Our Business Start-ups Act (the JOBS Act) as well as recently introduced Congressional legislation to mandate decimalization for a five-year period for all companies with a market capitalization of $750 million or below.

…continue reading: Disappearing Small IPO and Lifecycle of Small Firm

Securities Class Action Filings—2013 Year in Review

Posted by John Gould, Cornerstone Research, on Saturday February 22, 2014 at 9:00 am
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Editor’s Note: John Gould is senior vice president at Cornerstone Research. This post discusses a Cornerstone Research report by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse, titled “Securities Class Action Filings—2013 Year in Review,” available here.

Plaintiffs filed 166 new federal securities class actions in 2013, a 9 percent increase over 2012, according to Securities Class Action Filings—2013 Year in Review, an annual report prepared by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse. The 2013 filings, although boosted by a second-half surge, are still 13 percent below the historical average from 1997 to 2012.

One possible explanation for filings remaining below the historical average in recent years is the decline in the number of unique companies listed on the NYSE and NASDAQ. A new analysis in the report shows that the number of companies on these exchanges has decreased 46 percent since 1998, providing fewer companies for plaintiffs to target as the subject of federal securities class actions.

…continue reading: Securities Class Action Filings—2013 Year in Review

Motivating Innovation in Newly Public Firms

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday February 12, 2014 at 9:00 am
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Editor’s Note: The following post comes to us from Nina Baranchuk and Robert Kieschnick, both of the Finance and Managerial Economics Area at the University of Texas at Dallas, and Rabih Moussawi of the Wharton School at the University of Pennsylvania.

How do shareholders motivate managers to pursue innovations that result in patents when substantial potential costs exist to managers who do so? This question has taken on special importance as promoting these kinds of innovations has become a critical element of not only the competition between companies, but also the competition between nations. In our paper, Motivating Innovation in Newly Public Firms, forthcoming in the Journal of Financial Economics, we address this question by providing empirical tests of predictions arising from recent theoretical studies of this issue.

…continue reading: Motivating Innovation in Newly Public Firms

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