International and US IPO Planning: A Business Strategy Guide BY Frederick D. Lipman

International and US IPO Planning: A Business Strategy Guide BY Frederick D. Lipman
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International and US IPO Planning:

A Business Strategy Guide

BY Frederick D. Lipman



BUSINESS & MANAGEMENT / MANAGEMENT / STRATEGIC MANAGEMENT /

Wiley

Adobe E-Book 288 pages December 2008

Praise for International and U.S. IPO Planning "Perhaps the greatest value of Frederick Lipman's new book on initial public offerings derives¡ªas its title indicates¡ªfrom the emphasis that it places on planning. Lipman makes abundantly clear that an IPO is not something to be rushed into by every fledgling firm, as was typical during the dot.com boom of the late 1990s. Indeed, his extensive treatment of the many aspects of preparing a company for an IPO, particularly the non financial aspects, helps the reader to focus on the most important question of all: Is an IPO appropriate for a given company? Somewhat uniquely, Lipman then asks the further question of whether an international IPO might be appropriate for that company even if a domestic one were not. By doing so, he has made a real contribution to this literature." ¨CKenneth C. Froewiss, Clinical Professor of Finance, NYU Stern School of Business

"We are operating in a global environment in nearly every aspect of business, and structuring/planning for an IPO is no different. The recent changes in regulations for U.S.- listed companies have raised the cost of access of U.S.-listed IPO capital, making foreign exchanges much more attractive. Fred Lipman has created a wonderful guide for managers to seriously access this option for their business. I also hope his book is a wake-up call to U.S. regulators on their impact on the competitiveness of U.S. securities markets." ¨CBob Hellman, Managing Partner & CEO, American Infrastructure MLP Funds

"This book will be of immense value to the companies planning an IPO. I am particularly struck by the research done by the author, which, in my opinion, makes it an authentic guide for private companies not only in the U.S. but also in Asia, particularly India and China, where a huge opportunity awaits companies to mature into sustainable enterprises by involving a large section of society in their IPO." ¨CM.K. Chouhan, Chairman, Mahendra & Young Knowledge Foundation, and Vice Chairman of Global Advisory Board, Asian Centre for Corporate Governance

"This book contains valuable suggestions for advanced planning for both U.S. and international IPOs and belongs in the library of every entrepreneur and business executive." ¨CWilliam C. Tyson, Associate Professor, Legal Studies, The Wharton School of the University of Pennsylvania

8 crucial steps to planning a successful IPO

International and U.S. IPO Planning outlines the eight step-by-step techniques all private companies must follow to prepare for a successful IPO, either in the U.S. or internationally. From advance planning techniques for both an international and U.S. IPO, to growing a business through acquisitions and "roll-ups" prior to an IPO, to deterring unwanted suitors by inserting carefully placed provisions into the charter, and so much more, International and U.S. IPO Planning provides a wealth of practical and insightful guidance to help the private company go public, regardless of its size or location.



AUTHOR INFORMATION:

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.



TABLE OF CONTENTS:

Acknowledgments. Introduction.

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

PART ONE: ADVANCE IPO PLANNING.

2 Develop an Impressive Management and Professional Team.

3 Grow the Company¡¯s Business with an Eye to the Public Marketplace.

4 Obtain Audited or Auditable Financial Statements Using IPO-Acceptable Accounting Principles.

5 Cleaning Up the Company¡¯s Act.

6 Establish Antitakeover Defenses.

7 Develop Good Corporate Governance.

8 Create Insider Bail-Out Opportunities and Take Advantage of IPO Windows.

PART TWO: INTERNATIONAL IPOS.

9 Structuring an International IPO.

10 U.S. Income Tax Considerations in Establishing or Migrating a Corporation Offshore (Joseph T. Gulant, Esq.)

PART THREE: TRADITIONAL AND NONTRADITIONAL IPOS IN THE UNITED STATES.

11 Traditional U.S. IPOs.

12 Reverse Mergers into Public Shells (Jane K. Storero, Esq.).

13 Using a SPAC to Go Public (Brad L. Shiffman, Esq.).

14 Regulation A: $5 Million Offering.

15 SCOR: $1 Million Do-It-Yourself Registered Offering.

Appendix A List of International Stock Exchange Web Sites.

Appendix B Responses of International Exchanges to IPO Survey.

Index.