International and US IPO Planning: A Business Strategy Guide »

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.

International and U.S. IPO Planning

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.

1 Pros and cons of a U.S. IPO 1

2 Develop an impressive management and professional team 33

3 Grow the company's business with an eye to the public marketplace 51

4 Obtain audited or auditable financial statements using IPO-acceptable accounting principles 71

5 Cleaning up the company's act 83

6 Establish antitakeover defenses 93

7 Develop good corporate governance 103

8 Create insider bail-out opportunities and take advantage of IPO windows 115

9 Structuring an international IPO 123

10 U.S. income tax considerations in establishing or migrating a corporation offshore Joseph T. Gulant Gulant, Joseph T. 151

11 Traditional U.S. IPOs 165

12 Reverse mergers into public shells Jane K. Storero Storero, Jane K. 189

13 Using a SPAC to go public Brad L. Shiffman Shiffman, Brad L. 203

14 Regulation A : $5 million offering 227

15 SCOR : $1 million do-it-yourself registered offering 239

App. A List of international stock exchange Web sites 247

App. B Responses of international exchanges to IPO survey 251

Index 259