How to do an IPO

Originally held on Wednesday, October 21, 2015 | 9 am – 12:30 pm

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N. Adele Hogan Watson Farley & Williams LLP

Program Chair
N. Adele Hogan
Watson Farley & Williams LLP

  • This program will cover the basics of initial public offerings. The program will serve as an instructional guide on key aspects of the IPO registration process, due diligence, dealing with regulators, comfort letters, underwriting agreements, permitted and prohibited types of communications, executive compensation, corporate governance and SEC procedures.

    Best practices in IPO procedures will be highlighted.  There will be a one hour segment on handling some of the ethics issues that may arise when getting a company ready to go public.

    Who Should Attend: This introductory program is designed for lawyers who want to advise clients on getting ready for an IPO and then executing efficiently on that strategy. Lawyers, private equity professionals, compliance professionals and investors should attend to broaden their skills.

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  • Michael Kaplan
    Davis Polk & Wardwell LLP

    Brian Korn
    Manatt Phelps & Phillips LLP

    Raymond Lin
    Latham & Watkins LLP

    Risë B. Norman
    Simpson Thacher & Bartlett LLP

    Anna Pinedo
    Morrison & Foerster LLP

    Thomas Seaman
    General Counsel & Chief Compliance Officer
    Orbis International, Inc.

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  • 9:00 am – 10:00 am

    The Basics of IPOs

    • How to get an issuer organized for an IPO
    • What issues to take to the SEC before filing
    • What forms and models to use
    • How the confidential filing process works
    • Selected securities law issues, including the Securities Act of 1933, the JOBS Act, Dodd Frank, Reg. S-K, Reg. S-X
    • Confidentiality requests
    • Due diligence
    • Other selected developments and regulatory considerations, including regulatory filings, Investment Advisers Act compliance and SEC audits

    Speakers: Risë B. Norman, Anna Pinedo 

    10:00 am – 10:45 am

    Underwriting Process

    • Negotiating key terms in an underwriting agreement
    • How to do a global IPO
    • How road shows work
    • How the marketing process and pricing process work
    • Registration rights and lock ups
    • Overallotment options
    • FINRA clearance
    • Listing with the stock exchanges

    Speakers: Raymond Lin

    10:45 am – 11:00 am

    Break

    11:00 am – 12:00 pm

    Ethics Issues that Arise in IPOs

    • General solicitation, gun jumping, social media, Section 5 violations and other communications pitfalls in IPOs and how to ethically comply with the communications rules in light of:
      • NYSBA Ethics Rule 1.2 Allocation of Authority Between Client and Lawyer
      • NYSBA Ethics Rule and ABA Model Ethics Rule 1.6 Confidentiality of Information
      • NYSBA Ethics Rule 2.1 Advisor
    • Compliance with disclosure requirements
      • NYSBA Ethics Rule 1.3 Diligence
      • NYSBA Ethics Rule and ABA Model Ethics Rule 1.13 Organization as Client
    • Other ethical matters, such as athlete IPOs, IPOs in peer to peer lending, IPOs in life settlements
    • Whistleblower issues in IPOs
      • NYSBA Ethics Rule and ABA Model Ethics Rule 1.13 Organization as Client
      • NYSBA Ethics Rule and ABA Model Ethics Rule 1.13 Organization as Client

    Speakers:  N. Adele Hogan, Brian Korn & Thomas Seaman

    12:00 pm – 12:30 pm

    Corporate Governance in IPOs and Selected Regulatory Considerations

    • Board composition and independence rules
    • Loans to officers and other special rules related to going public
    • Registration under the 1934 Act
    • Executive compensation disclosure

    Speakers: N. Adele Hogan & Michael Kaplan

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  • This program provides 3.5 credits total: 2.5 in professional practice & 1.0 ethics for the New York & New Jersey MCLE requirements. California & Pennsylvania credit differs as it is based on a 60-minute credit hour. The live program provided transitional credit to newly admitted attorneys; the recording does not provide transitional credit.

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  • Save on DVDs & CDs
    *DVDs $239 Member/ $339 Nonmember
    In-House Counsel     $179 Member/ $279 Nonmember
    Small Firm     $119 Member/ $219 Nonmember
    (Small Firm/In-House Counsel discounted rates cannot be combined with other discounts.)

    *CDs: $179 Member/$259 Nonmember
    In-House Counsel $139 Member/$209 Nonmember
    Small Firm $89 Member/$169 Nonmember
    (Small Firm/In-House Counsel discounted rates cannot be combined with other discounts.)

    *Materials Only (no CLE credit): $99 Member/$129 Nonmember

    * New York residents will be charged the New York sales tax for all audio visual purchases.

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  • Can’t make it to the program in person? You can attend this program from your office or home. Register and view by clicking on the Casemaker logo below:

    Casemaker

  • Sponsoring Association Committees:
    Banking, Mark Zingale, Chair
    Financial Reporting, David S. Huntington, Chair
    Mergers, Acquisitions & Corporate Control, Alexandra D. Korry, Chair
    Private Investment Funds, Barry Barbash, Chair
    Securities Regulation, Mark Rossell, Chair

    Sponsorship Opportunities are Available! Please Contact: 
    Laura Stine Poles, Program Attorney, City Bar Center for CLE | (212) 382-6619 | lpoles@nycbar.org