Why you should attend
The IPO market is the most active it has been in more than ten years, with technology companies leading the way. Recent securities law developments, including the Jumpstart Our Business Startups Act and regulatory changes to implement it, are likely to spur new approaches to capital raising, including changes to current practices in IPO transactions. Even without these legal and regulatory developments, current IPO practices are constantly evolving in response to market developments. How does the IPO team maximize the likelihood of a successful transaction? What are the most difficult problems facing a company in its initial public offering? What are the current hot topics in these transactions, from the perspective of Silicon Valley?
We have assembled an “all star” faculty of Silicon Valley insiders to share their valuable insights into this leading market.
What you will learn
- How to manage the transaction
- How the JOBS Act is influencing IPO practices
- Areas of special focus for drafters of today’s IPO registration statements
- Special topics in due diligence
- The challenges of corporate governance, equity planning and executive compensation planning for companies contemplating their IPO
- Current accounting and financial reporting issues
- Latest hot topics in technology company IPOs, including dual-class common stock
Who should attend
The program is designed for in-house and outside attorneys who seek to extend their understanding of initial public offerings (the program assumes that all attendees already have a fundamental understanding of initial public offerings). The program also has a focus on technology company IPOs.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Program Overview
Horace Nash, Jeffrey R. Vetter
9:15 Setting the Stage
- Market Overview
- Managing the Arc of the Transaction
- JOBS Act and Related Topics
- JOBS Act items related to IPO Practice
o Confidential filings
o Analyst reports and other practices
o Testing the waters
- Related regulatory developments
Stephen M. Graham, Lona Nallengara, Michael Millman
10:15 Drafting With Attention to SEC Focus Areas
- Risk Factors
- Cheap stock considerations
- Business metrics
- JOBS Act simplifications?
- Trends in SEC Comment Letters
Delida Costin, Robert G. Day, Mark Kronforst, Horace Nash, Kathleen Philips
11:15 Networking Break
11:30 Special Topics in Due Diligence
- Customer Case Studies
- Business Metrics
- Auditor Diligence
- Comfort Letters
Delida Costin, Kathleen Philips, Sarah K. Solum
12:30 Lunch Break
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Governance and Executive Compensation Planning
- Board and Committee Considerations
- Controlled companies
- Equity Planning
- Secondary trading
- Stock transfer restrictions
- F&W no-action letter
- Section 16 Issues
- D&O Insurance
- Executive Compensation Planning
Mark Borges, Alan L. Dye, Nancy H. Wojtas
2:45 Accounting Issues
- Auditor Practices
- OCA Pre-clearance?
- Recent acquisitions
- Change in auditor
Andrew Cotton, Mark Kronforst, Darcy Lopes, Jeffrey R. Vetter
3:45 Networking Break
4:00 Current Hot Topics
- Two-class Common Stock
- Section 16 issues
- Private Placement During Registration
- Secondary Trading, Insider Trading Issues
- Insider Purchases in IPO
- Selling Stockholders?
- “Testing the Waters”/Publicity/Roadshow/Electronic Communications
- Lock ups
- FINRA/Underwriter issues
Robert G. Day, Stephen M. Graham, Lona Nallengara, Jeffrey R. Vetter
~ Associate Director (Disclosure Operations), United States Securities and Exchange Commission, Division of Corporate Finance
~ Acting Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
John M. Mola
~ Director of California Operations, Practising Law Institute
Sillicon Valley Seminar Location
Fenwick & West LLP, 801 California Street, Mountain View, CA 94041.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
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Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.