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Preparing For IPO
 

Preparing For IPO

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Preparing for IPO - the process & the role of advisors

Preparing for IPO - the process & the role of advisors

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    Preparing For IPO Preparing For IPO Presentation Transcript

    • Preparing for the IPO: pre and post IPO considerations: the role of advisors Capital Raising Seminar 26 June 2008 Andrei Burz Pinzaru Senior Manager 26 June 2008 Reff & Associates is the correspondent law firm of Deloitte Romania
    • These materials and the information contained herein are provided by Reff & Associates SCA and Deloitte Consultanta SRL and are intended to provide general information on a particular subject or subjects and are not an exhaustive treatment of such subject(s). Accordingly, the information in these materials is not intended to constitute accounting, tax, legal, investment, consulting, or other professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. These materials and the information contained therein are provided as is, and Reff & Associates SCA and Deloitte Consultanta SRL make no express or implied representations or warranties regarding these materials or the information contained therein. Without limiting the foregoing, Reff & Associates SCA and Deloitte Consultanta SRL does not warrant that the materials or information contained therein will be error-free or will meet any particular criteria of performance or quality. Reff & Associates SCA and Deloitte Consultanta SRL expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, no infringement, compatibility, security, and accuracy. Your use of these materials and information contained therein is at your own risk, and you assume full responsibility and risk of loss resulting from the use thereof. Reff & Associates SCA and Deloitte Consultanta SRL will not be liable for any special, indirect, incidental, consequential, or punitive damages or any other damages whatsoever, whether in an action of contract, statute, tort (including, without limitation, negligence), or otherwise, relating to the use of these materials or the information contained therein. Reff & Associates Correspondent law firm of Deloitte Romania
    • Preparing for the IPO Some key ingredients for a succesfull IPO  IPO decision has been taken after due consideration (outside counsel recommended)  Preparation for the IPO (pre – IPO)  Proper selection of advisors  Proper planing and implementation  Right timing from a market perspective Things to know before taking the decision  Complex, multidisciplinary process  Assessment of the stakeholders needs  Benchmark of IPO versus alternatives  Assessment of Company’s IPO readiness Action to be taken after taking the decision  Appointment of pre-IPO / IPO advisors  Definition of roles and allocation of tasks  Preparing and agreeing on an action plan  Implementing the plan  Budget management time Reff & Associates Preparing for the IPO: Correspondent law firm of Deloitte Romania pre and post IPO considerations
    • IPO Complex network of advisers Investment Company banker legal Legal counsel counsel Securities Stock Exchange Commission Investment Broker Company banker Securities registrar Auditor Management / IT Financial consulting advisor advisor Tax advisor Reff & Associates Correspondent law firm of Deloitte Romania
    • How many legal outside counsels? According to a famouse quote from one of William Shakespeare’s plays…too many: “The first thing we do, let's kill all the lawyers”  Not the case in an IPO!  Company’s outside counsel  Investment banker / broker’s lawyers Reff & Associates Preparing for the IPO: Correspondent law firm of Deloitte Romania pre and post IPO considerations
    • Company’s legal outside counsel (1) What should you ask for? Change of approach: going from private to public Pre- IPO due diligence.  review of corporate structure (including subsidiaries)  verify title to their respective assets, examine material contracts and employment agreements, current/potential litigation  identify potential legal risks which may impact the IPO  propose appropriate remedial actions;  assist the company in the implementation of remedial actions or identifying risks mitigants (e.g., for real estate properties – title insurance policies); Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania
    • Company’s legal outside counsel (2) What should you ask for?  Pre-IPO restructuring. Spinning of non-core activities, Merging of several entities, Restructuring the group of companies so as to create a holding company, etc; Liaise with Tax advisors Value for money: due diligence and restructuring can be usefull to the company even if the IPO is not pursued.  Review and update the articles of association  Assist the company in the implementation of the corporate governance principles Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania
    • Company’s legal outside counsel (3) What should you ask for?  Advice on share option schemes  Advice to the company’s directors on:  responsibilities both under the prospectus  corporate governance  Negotiation / advice on the terms of the agreements with:  the company and the investment banker / broker  the Central Depository  Advice on the drafting of the preliminary prospectus / admission document, with a general role in assisting the directors and other advisers, in ensuring that the document is accurate and complete  Assist in drafting the shareholders/board resolutions  Advice generally on the legal aspects of the flotation process and the continuing obligations of the company and the directors following the IPO / stock exchange listing Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania
    • Investment banker/broker’s legal outside counsel  Review the preliminary prospectus / prospectus / admission document and supporting documentation, and any other investment communications proposed to be issued  Draft and negotiate on behalf of the investment banker / broker the placing / broker / introduction agreement  Liaise with Securities Commission and the Stock Exchange Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania
    • Post IPO securities compliance  Implementation of an appropriate reporting system;  Some of the things to be known:  Insider trading information  List of insiders  Reporting price sensitive information (annual, semi-annual, on- going reports) Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania
    • Map to Market: Assessing the Funding Strategy and Possible IPO Deployment Transaction Services / Corporate Finance Valuation Advice Review of Pre-IPO Pre-IPO financial due Working Third Party Mergers & Strategic Options Fundraising diligence Capital Report Valuations Acquisitions Tax Support Tax Due Diligence Personal Tax Corporate Tax Structuring the Analysis of proposed Structuring Structuring Disposal IPO structure of Shares Accounts & Audit Transformation 3 years of audited Accountants financial statements Report Corporate Governance Risk Management Internal Controls Reliability and Committee Structure Good Director Internal Framework Integrity of Data Development Corporate Education Audit Citizenship Function Financial Reporting Procedures Budgeting & Management IT Support Systems Forecasting Reporting Implementation Human Capital Hiring Key Management Developing Human Rewards & Corporate Structure Capital Motivation Review Legal Support Legal Due Diligence Oversees Changes Assist in Oversee Preparation Assistance in respect Assist the to Articles Corporate and Verification of of contracts with third parties company of Association and Restructuring Directors Contracts and the Prospectus involved in the IPO on securities Capital Raising compliance
    • www.deloitte.ro www.deloitte.com/ro/legal
    • Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms, and their respective subsidiaries and affiliates. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each other’s acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names “Deloitte,” “Deloitte & Touche,” “Deloitte Touche Tohmatsu,” or other related names. Services are provided by the member firms or their subsidiaries or affiliates and not by Deloitte Touche Tohmatsu Verein. © 2008 Deloitte Touche Tohmatsu All rights reserved.