An Insider's Guide to Going Public: A Guide to Initial Public Offerings and Life as a Public Company, published by RR Donnelley, 2004, is designed to assist corporate officers and professionals with the process of going public. It contains a detailed discussion of the various stages of the offering process.

This reference manual has for many years been published under a general assumption that “going public” through an initial public offering (IPO) is a desirable and important rite of passage for an emerging growth company absent a more compelling opportunity for a sale or merger of the business.

In the “hot” IPO market of the mid- to late-1990s, IPOs became a frequently attained goal, a badge of honor for entrepreneurs and often a lucrative investment exit for founders and venture capitalists. Then, after a substantial upward, although cyclical, trend in the number of IPOs occurring from 1990 to 2000, the IPO market collapsed in 2001 amidst the bursting of the Internet bubble, September 11 and corporate scandals from Enron to WorldCom.

Despite all the new challenges, emerging companies and the entrepreneurs that nurture them should anticipate the eventual return of a sustained, healthy IPO market. Due to the sheer size, liquidity and relative transparency of the public capital markets, new public companies will inevitably emerge from the legions of companies now building their businesses. The SEC is currently considering comprehensive rulemaking proposals to modernize the offering process under the Securities Act of 1933 (Securities Act), but it is of some comfort that for now the basic process of an IPO remains much the same. What has changed, however, is that more emerging growth companies realize that completing a successful IPO is best seen as a beginning and not an end. Accordingly, this manual provides these companies with not only a step-by-step guide to the process of becoming publicly-held, but also details compliance obligations and strategic and management systems imperatives that are, among other things, required in order to reliably and repeatedly access public capital as a company progresses from newly public to a mature issuer.

Not every public company will need to raise capital through securities offerings, of course, but for those that do, being capable of fully tapping the public markets on a timely basis is not just a way to lower the cost of capital, it can also be a competitive necessity. This manual can help these companies, whether based in the United States or overseas, anticipate the substantially increased challenges of a more demanding investor community and rigorous regulatory environment and plan accordingly.

Download An Insider's Guide to Going Public, 2004 Edition

Pdf format, 5.24mb, 250pages.

An Insider's Guide to Going Public Official Download Webpage

The information in this manual is organized by topic in the following chapters.

Chapter I, DECIDING WHETHER TO GO PUBLIC, focuses on the factors that should be evaluated in deciding whether to go public.

Chapter II, PREPARING TO GO PUBLIC, analyzes matters that the company should review in its business, its operations, its governance and its personnel to ensure that it is prepared to go public.

Chapter III, THE PRE-FILING PERIOD, reviews the organizational meeting, structuring issues, the requirements for and drafting of the registration statement and issues related to prefiling publicity.

Chapter IV, FILING THE REGISTRATION STATEMENT, sets forth the mechanics of filing the registration statement with the SEC.

Chapter V, THE WAITING PERIOD, discusses the activities of the company between the initial filing of the registration statement and the time that the registration statement is declared effective by the SEC.

Chapter VI, THE POST-EFFECTIVE PERIOD, contemplates events that occur once the SEC declares the registration statement effective.

Chapter VII, LIFE AS A PUBLIC COMPANY, details the obligations of the company and certain of its shareholders to comply with disclosure requirements and trading restrictions imposed by the Securities Act, the Securities Exchange Act of 1934 (Exchange Act), the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the rules of the national exchanges and Nasdaq.

Chapter VIII, CROSS-BORDER SECURITIES TRANSACTIONS AND COMPLIANCE, discusses the applicability of the Securities Act, the Exchange Act and Sarbanes-Oxley to non-U.S. companies that conduct public offerings in the U.S. (including IPOs) and/or list their securities on a U.S. stock exchange. This chapter also discusses offshore securities transactions conducted by U.S. companies under Regulation S, which provides an exemption from registration under the Securities Act, and cross-border business combination transactions.

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