It may not be the sexiest topic related to IPO, but it's important not to neglect your equity compensation when you're thinking of going public. The last thing on the list can be the first thing that gets you pinched. Originally presented at Synergy 2014, this deck was developed by experts from four firms (Radford, PwC, Cooley LLP and Solium), and is loaded with indispensable information. Don't go public without it!
Practical Guidance on Securities Offerings (including High Yield and Initial ...Winston & Strawn LLP
The third installment of The Real Deal, “Practical Guidance on Securities and Initial Public Offerings in a Changing Environment,” was held on March 18, 2014. The Real Deal is a webinar series addressing current trends, challenges, and legal topics pertinent to M&A and securities professionals.
Winston & Strawn partners Jim Junewicz, Cabell Morris, and Karen Weber participated in an interactive webinar focused on what you need to know about the latest developments in securities offerings, including high yield offerings and IPOs.
Technology Initial Public Offerings - Legal and Practical Considerations for ...Now Dentons
Technology IPOs on the TSX
We've translated our IPO guide into Slideshare, to make it easier to review the slides and incorporate them into your own decks. This deck covers:
- advantages and disadvantages of going public
- IPO readiness - step to prepare in the 12 months before an IPO
- which market: TSX or NASDAQ?
- IPO process
- special issues for U.S. companies going public on the TSX
Practical Guidance on Securities Offerings (including High Yield and Initial ...Winston & Strawn LLP
The third installment of The Real Deal, “Practical Guidance on Securities and Initial Public Offerings in a Changing Environment,” was held on March 18, 2014. The Real Deal is a webinar series addressing current trends, challenges, and legal topics pertinent to M&A and securities professionals.
Winston & Strawn partners Jim Junewicz, Cabell Morris, and Karen Weber participated in an interactive webinar focused on what you need to know about the latest developments in securities offerings, including high yield offerings and IPOs.
Technology Initial Public Offerings - Legal and Practical Considerations for ...Now Dentons
Technology IPOs on the TSX
We've translated our IPO guide into Slideshare, to make it easier to review the slides and incorporate them into your own decks. This deck covers:
- advantages and disadvantages of going public
- IPO readiness - step to prepare in the 12 months before an IPO
- which market: TSX or NASDAQ?
- IPO process
- special issues for U.S. companies going public on the TSX
Smooth Sailing for a Successful IPO: Finance & Legal Tips for Going Public an...RoseRyan
If your company is contemplating an IPO in its future, learn from the experts how to hoist your sails early for your most favorable outcome. Did you know that your success or failure can swing widely on whether you have some essentials in place early? It’s true. As things become supercharged in that two-year period before and after going public, most companies face huge transitions and an onslaught of new work. The financial and legal requirements seem endless, and everyone is adjusting to a new mindset. Life as a public company is a whole new voyage. As you set your course, you will likely face some dramatic culture changes as well, as your company transitions to a new investor base and Wall Street scrutiny. Navigate the difficult waters with the sage advice of these Silicon Valley experts, who will review the financial and legal considerations that are critical, plus tales from the trenches from a company who has gone through it all. Don’t get caught under resourced and overwhelmed.
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Financial planning refers to the process of estimating a firm's financial requirements and determining pattern of financing. It includes determining the objectives, policies, procedures and programmes to deal with financial activities.
Joint Venture & Strategic Alliance- hu consultancyHU Consultancy
A Joint Venture (JV) is a business arrangement in which two or more parties agree to pool their resources and expertise to achieve a particular goal. The risks and rewards of the enterprise are also shared.
Smooth Sailing for a Successful IPO: Finance & Legal Tips for Going Public an...RoseRyan
If your company is contemplating an IPO in its future, learn from the experts how to hoist your sails early for your most favorable outcome. Did you know that your success or failure can swing widely on whether you have some essentials in place early? It’s true. As things become supercharged in that two-year period before and after going public, most companies face huge transitions and an onslaught of new work. The financial and legal requirements seem endless, and everyone is adjusting to a new mindset. Life as a public company is a whole new voyage. As you set your course, you will likely face some dramatic culture changes as well, as your company transitions to a new investor base and Wall Street scrutiny. Navigate the difficult waters with the sage advice of these Silicon Valley experts, who will review the financial and legal considerations that are critical, plus tales from the trenches from a company who has gone through it all. Don’t get caught under resourced and overwhelmed.
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Financial planning refers to the process of estimating a firm's financial requirements and determining pattern of financing. It includes determining the objectives, policies, procedures and programmes to deal with financial activities.
Joint Venture & Strategic Alliance- hu consultancyHU Consultancy
A Joint Venture (JV) is a business arrangement in which two or more parties agree to pool their resources and expertise to achieve a particular goal. The risks and rewards of the enterprise are also shared.
Explores:
-IPO Process
-Impact of JOBS Act
-Quiet Period
-Management
-Board of Directors
-Corporate Governance
-Corporate and Capital Structure
-Equity Incentives
-Financial and Audit Matters
-Getting Started
-SEC Review
-Life as a Public Company
Impact of crude oil prices on Pakistan economy 2015UmerMukhtarAhmed
When oil and shale boom hit the economy of oil exporting countries it also help the oil importing countries to save some money. This journal is written to show what happens with the Pakistan economy during toil boom.
Get government funding to prepare for IPO. Distinct roadmap that allows company to have a clear plan, including availability of funds, compliance to laws and Board of Advisors and Directors necessary for IPO listing.
IPO Bound? New Strategies, New Ideas and Tips for Success RoseRyan
Moving down the track to an IPO is not for the faint of heart. There are myriad requests and complex requirements—and now with the JOBS Act, companies face even more decisions. These slides by legal, audit and accounting experts in Silicon Valley deliver straight-from-the-trenches advice on what it takes to get your IPO right and are drawn from a RoseRyan seminar.
On Thursday, December 2nd, Mr. Alan Stewart presented at Watkins Meegan's Monthly Lunch & Learn Series that takes place at the Tower Club in Tyson's Corner, VA. Mr. Stewart spoke about "CFO M&A Strategies & Experiences" to a packed room. As the former CFO of ICF, Mr. Stewart helped grow the company's annual revenue six-fold and completed 10 acquisitions successfully. To attend a Watkins Meegan Lunch & Learn email Andrea Contres at Andrea.Contres@WatkinsMeegan.com.
12 things for Audit Committees and CFOs to do before announcing quarterly res...Sharath Martin
This presentation looks at key areas Audit Committees and CFOs should pay close attention to as it prepares and announces its quarterly (and annual) results.
It looks at the quality of current announcements and regulatory actions taken in respect of financial statements and presents possible causal factors.
This webinar provided a 401(k) and pension plan accounting and auditing update for plan sponsors, including management, accountants, and Human Resource professionals. In addition, the presentation provided an update on recent Employee Retirement Income Security Act (ERISA) criminal cases, the outcomes of those cases, and the prosecution.
Executive Compensation Checklist for New and Experienced Board Members (Credi...NAFCU Services Corporation
Looking for an Executive Compensation Checklist for your Credit Union? This presentation serves as a valuable tool for new and experienced board members in pinning down the latest information on new regulations and compensation philosophies associated with creating a successful executive compensation plan. For more info, visit: www.nafcu.org/bfb
Live Long and Prosper: CEP Leadership Skills Learned from Nerd FictionAndrea Huck-Esposito
Sci-fi and fantasy fiction have always been a way for authors to explore familiar concepts in unfamiliar ways. Join our panel, which includes Joseph Purdy of Solium, John Hammond of Bendystraw and Ben Needham of Mindbody, for a unique look at what our favorite characters can teach us about leadership within the world and practices of equity compensation. Channel your inner Jedi or join the crew of the Starship Enterprise as we navigate our way through Middle Earth and see examples of different leadership styles, results and other considerations for effective leadership as a CEP in today’s business environment.
As companies expand their equity plans across the globe and further into their organizations, a host of issues can crop up related to transnational settlement and getting cash into the hands of global participants quickly and hassle-free. But these challenges aren't exclusive to cash transactions. Moving participant shares can be just as challenging for a global organization. Our panel of experts will continue the discussions and look at the challenges that can arise when moving shares between jurisdictions. Learn how to avoid those roadblocks and simplify global share movement and pin down that elusive equity for your participants. This dynamic panel includes Patrica Landry from Solium, Chris Mowatt from Barlcays, and Ingrid Friere from HP.
Ensuring your participants find value in your equity plans is crucial and can affect multiple aspects of your business from attracting the most qualified talent to retaining key executives. If you are considering granting equity in jurisdictions outside your home country, take a look at this presentation. Hear from an issuer company on their approach to offering tax-qualified plans around the globe. This dynamic panel includes Mike Pewton from Solium, Angela Blair from Johnson Controls, Suzannah Crookes from Pinsent Masons, and Dennis Weinhold from Novartis.
Jewel in the Crown: Signet Jewelers' Gem of an ESPP Communications PlanAndrea Huck-Esposito
Educating your participants on the merits of your plan can be challenging at times. Communication strategies for today's participants must be dynamic and as multifaceted as a princess-cut diamond. Browse this case study of Signet Jewelers' education and communication plan, and how it resulted in a record-breaking participation rate in their Employee Share Savings Plan. Discover how a great communications plan can help participants see what a treasure their ESPP is. This panel includes Matt Connor and June Davenport from Solium as well as Lynn Ahlers from Signet.
GEO NECF 2015 - Exploring the Challenges of Tax Compliance and the W-8BENAndrea Huck-Esposito
With the many complex brokerage challenges servicing international participants - foreign jurisdictional restrictions, FATCA compliance, IRS guidelines and many more, having an understanding of the shared ownership between you and your broker can help navigate the difficulties of ensuring your participants’ compliance with tax regulations. In this presentation, Andrea Kagan, Solium, will be joined by Brian Burke of TD Ameritrade and Andrew Gerwirtz of KPMG. The trio will discuss their views on the shared ownership of understanding the in and outs of the W-8 and how it impacts international employees and a mobile workforce.
This presentation will help you navigate the options for managing global payments to your employee equity holders. From wires to integrated regular global disbursements solutions, understand what options exist for your company and the time and cost implications for the recipients. We will also take you through how your administration platform handles global share plans – from currency exchange to money movement to translations.
GEO NECF 2015 - Best Practices and Trends in Financial ReportingAndrea Huck-Esposito
Financial reporting for equity compensation is not a new topic. However, developments in the complexity of the types of awards offered combined with vagueness in guidance has resulted in an evolution of best practices in financial reporting. Attend this session and hear how best in class companies are currently handling their financial reporting as a result. Get tips for how to handle your financial reporting dilemmas—whether in a system or in excel. What’s more, hear all about the latest trends in award design that are causing financial reporting issues and how best to address these. Financial reporting for equity compensation will never be easier!
As companies expand their equity plans both within the company and around the world, a host of issues can crop up related to transactional settlement and getting cash into the hands of global participants quickly and hassle-free.
Presented at GEO London 2015: Launching and operating an employee share plan globally is complex. When asked about some of the most challenging aspects of a launch, data privacy is often at the top of the list. Over 100 countries now have data privacy laws; this is no longer a topic to be taken lightly, or worse — ignored. In March 2014, the European Parliament took the next step in the process of reforming the EU data protection regime. The prospect of large fines up to 5% of global turnover is expected to bring data privacy issues into sharp focus for companies who may have previously taken a light touch approach to compliance in this area.
This session will cover the essential data privacy rules in the context of employee incentive plans. Expert panelists from Linklaters, Solium and Outotec will discuss whether data consents are necessary, share the most practical way of getting them and provide answers to managing different data privacy rules in different countries.
Presented at GEO London 2015: To make smarter recommendations related to your share plan, you’ve got to crunch the numbers. And when it comes to numbers, there are best practices which our panelists will share. These companies bring an unparalleled level of sophistication and dedication to financial reporting vis-a-vis their global share plans. Discover how the issuers rely on systems automation to produce numbers they can rely on — and how that information fuels smarter business decisions and greater organisational value. Come away with a checklist that can steer your next conversation with your CFO.
The Impact of FATCA and CRS on Employee Share Plans and Share OwnershipAndrea Huck-Esposito
2015 heralds the start of US FATCA report submissions, requiring global reporting of financial accounts to the US. Following on from FATCA, the Organisation for Economic Co-operation and Development (OECD) are introducing agreements for a Common Reporting Standard (CRS). The CRS is designed to extend ‘FATCA-style’ reporting across other jurisdictions with an expectation that over 40 countries will adopt this. Join this informative discussion to better understand what FATCA and CRS means, learn about the related time frames and reporting obligations, and more importantly, find out what the impact of these regulations is to both employee share plans and share ownership. Come with questions, leave with answers on this tricky topic.
Are you taking a share purchase plan global? Get perspectives from the front lines - on compliance, communicating, admin considerations.Global stock polan veterans Kinross and Broadcom tell how they earned their stripes in this presentation featured at GEO Miami 2014!
The power of one benefits and drawbacks of centralised share plan data slide...Andrea Huck-Esposito
Demands on share plan data are greater than ever before. With a growing necessity for supreme data integrity, it's time to explore the POWER OF ONE. See how HR, Legal, Finance and Payroll can be enabled through adopting a centralised hub.
how to sell pi coins effectively (from 50 - 100k pi)DOT TECH
Anywhere in the world, including Africa, America, and Europe, you can sell Pi Network Coins online and receive cash through online payment options.
Pi has not yet been launched on any exchange because we are currently using the confined Mainnet. The planned launch date for Pi is June 28, 2026.
Reselling to investors who want to hold until the mainnet launch in 2026 is currently the sole way to sell.
Consequently, right now. All you need to do is select the right pi network provider.
Who is a pi merchant?
An individual who buys coins from miners on the pi network and resells them to investors hoping to hang onto them until the mainnet is launched is known as a pi merchant.
debuts.
I'll provide you the Telegram username
@Pi_vendor_247
If you are looking for a pi coin investor. Then look no further because I have the right one he is a pi vendor (he buy and resell to whales in China). I met him on a crypto conference and ever since I and my friends have sold more than 10k pi coins to him And he bought all and still want more. I will drop his telegram handle below just send him a message.
@Pi_vendor_247
how to sell pi coins in all Africa Countries.DOT TECH
Yes. You can sell your pi network for other cryptocurrencies like Bitcoin, usdt , Ethereum and other currencies And this is done easily with the help from a pi merchant.
What is a pi merchant ?
Since pi is not launched yet in any exchange. The only way you can sell right now is through merchants.
A verified Pi merchant is someone who buys pi network coins from miners and resell them to investors looking forward to hold massive quantities of pi coins before mainnet launch in 2026.
I will leave the telegram contact of my personal pi merchant to trade with.
@Pi_vendor_247
The secret way to sell pi coins effortlessly.DOT TECH
Well as we all know pi isn't launched yet. But you can still sell your pi coins effortlessly because some whales in China are interested in holding massive pi coins. And they are willing to pay good money for it. If you are interested in selling I will leave a contact for you. Just telegram this number below. I sold about 3000 pi coins to him and he paid me immediately.
Telegram: @Pi_vendor_247
The Evolution of Non-Banking Financial Companies (NBFCs) in India: Challenges...beulahfernandes8
Role in Financial System
NBFCs are critical in bridging the financial inclusion gap.
They provide specialized financial services that cater to segments often neglected by traditional banks.
Economic Impact
NBFCs contribute significantly to India's GDP.
They support sectors like micro, small, and medium enterprises (MSMEs), housing finance, and personal loans.
what is the future of Pi Network currency.DOT TECH
The future of the Pi cryptocurrency is uncertain, and its success will depend on several factors. Pi is a relatively new cryptocurrency that aims to be user-friendly and accessible to a wide audience. Here are a few key considerations for its future:
Message: @Pi_vendor_247 on telegram if u want to sell PI COINS.
1. Mainnet Launch: As of my last knowledge update in January 2022, Pi was still in the testnet phase. Its success will depend on a successful transition to a mainnet, where actual transactions can take place.
2. User Adoption: Pi's success will be closely tied to user adoption. The more users who join the network and actively participate, the stronger the ecosystem can become.
3. Utility and Use Cases: For a cryptocurrency to thrive, it must offer utility and practical use cases. The Pi team has talked about various applications, including peer-to-peer transactions, smart contracts, and more. The development and implementation of these features will be essential.
4. Regulatory Environment: The regulatory environment for cryptocurrencies is evolving globally. How Pi navigates and complies with regulations in various jurisdictions will significantly impact its future.
5. Technology Development: The Pi network must continue to develop and improve its technology, security, and scalability to compete with established cryptocurrencies.
6. Community Engagement: The Pi community plays a critical role in its future. Engaged users can help build trust and grow the network.
7. Monetization and Sustainability: The Pi team's monetization strategy, such as fees, partnerships, or other revenue sources, will affect its long-term sustainability.
It's essential to approach Pi or any new cryptocurrency with caution and conduct due diligence. Cryptocurrency investments involve risks, and potential rewards can be uncertain. The success and future of Pi will depend on the collective efforts of its team, community, and the broader cryptocurrency market dynamics. It's advisable to stay updated on Pi's development and follow any updates from the official Pi Network website or announcements from the team.
Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
What website can I sell pi coins securely.DOT TECH
Currently there are no website or exchange that allow buying or selling of pi coins..
But you can still easily sell pi coins, by reselling it to exchanges/crypto whales interested in holding thousands of pi coins before the mainnet launch.
Who is a pi merchant?
A pi merchant is someone who buys pi coins from miners and resell to these crypto whales and holders of pi..
This is because pi network is not doing any pre-sale. The only way exchanges can get pi is by buying from miners and pi merchants stands in between the miners and the exchanges.
How can I sell my pi coins?
Selling pi coins is really easy, but first you need to migrate to mainnet wallet before you can do that. I will leave the telegram contact of my personal pi merchant to trade with.
Tele-gram.
@Pi_vendor_247
The European Unemployment Puzzle: implications from population agingGRAPE
We study the link between the evolving age structure of the working population and unemployment. We build a large new Keynesian OLG model with a realistic age structure, labor market frictions, sticky prices, and aggregate shocks. Once calibrated to the European economy, we quantify the extent to which demographic changes over the last three decades have contributed to the decline of the unemployment rate. Our findings yield important implications for the future evolution of unemployment given the anticipated further aging of the working population in Europe. We also quantify the implications for optimal monetary policy: lowering inflation volatility becomes less costly in terms of GDP and unemployment volatility, which hints that optimal monetary policy may be more hawkish in an aging society. Finally, our results also propose a partial reversal of the European-US unemployment puzzle due to the fact that the share of young workers is expected to remain robust in the US.
Abhay Bhutada Leads Poonawalla Fincorp To Record Low NPA And Unprecedented Gr...Vighnesh Shashtri
Under the leadership of Abhay Bhutada, Poonawalla Fincorp has achieved record-low Non-Performing Assets (NPA) and witnessed unprecedented growth. Bhutada's strategic vision and effective management have significantly enhanced the company's financial health, showcasing a robust performance in the financial sector. This achievement underscores the company's resilience and ability to thrive in a competitive market, setting a new benchmark for operational excellence in the industry.
how can I sell pi coins after successfully completing KYCDOT TECH
Pi coins is not launched yet in any exchange 💱 this means it's not swappable, the current pi displaying on coin market cap is the iou version of pi. And you can learn all about that on my previous post.
RIGHT NOW THE ONLY WAY you can sell pi coins is through verified pi merchants. A pi merchant is someone who buys pi coins and resell them to exchanges and crypto whales. Looking forward to hold massive quantities of pi coins before the mainnet launch.
This is because pi network is not doing any pre-sale or ico offerings, the only way to get my coins is from buying from miners. So a merchant facilitates the transactions between the miners and these exchanges holding pi.
I and my friends has sold more than 6000 pi coins successfully with this method. I will be happy to share the contact of my personal pi merchant. The one i trade with, if you have your own merchant you can trade with them. For those who are new.
Message: @Pi_vendor_247 on telegram.
I wouldn't advise you selling all percentage of the pi coins. Leave at least a before so its a win win during open mainnet. Have a nice day pioneers ♥️
#kyc #mainnet #picoins #pi #sellpi #piwallet
#pinetwork
1. The IPO Journey & Stock Compensation
Getting There is Only Half the Fun!
October 22, 2014
1
Christina Chiaramonte, Solium Mike Gould, PwC Laura Lakin McDaniels, Cooley LLP Ken Wechsler, Radford
2. Outline
•
Overview of the IPO process
•
Review the Governance, Financial, Legal, Compensation Design and Administrative areas while on the Road to an IPO
•
> 12 months pre-IPO
•
6-12 months prior; 3-6 months prior; IPO imminent
•
Questions & Discussion
•
Appendix
•
Accounting and Reporting Issues
•
Governance 2
3. An Overview of the IPO Process 3
Pre-Effective
Post-Effective
Phase 1
Pre-Kick-off/Planning
Phase 2
IPO Process Execution
Phase 3
Post IPO/Public Company
•
Initial planning and preparation
•
Readiness assessment
•
“Going public”
•
Execution of the IPO process
•
“Being Public”
•
The organization to be to transformed to enable it to operate as a public company
IPO effective
IPO Pricing
4. Detailed Illustrative Timeline 4
Kick- off
Effective date
Registration
Financial reporting
Structuring
Audit
Underwriter
Preparing to be public
Offering team selected All-hands meeting held
Project governance established
•
Roles and responsibilities defined
•
Project plan completed
•
Communication plan established
•
Issue resolution process agreed
Draft Form S1, including textual information prepared
Pro forma financials drafted
Draft Form S1 finalized
Form S1 and exhibits submitted to printer/placed on Edgar
Form S1 filed
Textual information drafted
Amendment filed
Form S1 registration requirements identified
Form S1 shell drafted
Pro forma financials completed
Circle-up discussion held
Draft Form S1, including financial information prepared
Responded to SEC comments and Form S1 amended
IPO effective
Financial reporting requirements identified/ shell drafted and reviewed
Segments identified
Significant accounting/reporting issues identified
Significant accounting/reporting issues resolved
Historical financials drafted
Five-year selected data provided
Historical financials completed
Address SEC complex accounting issues
Tax structure determined Tax impact analyzed
Compensation plan for principals and employees completed
NewCo established as a legal entity
Review of Form S1 completed
Comfort letter delivered
Comfort letter prepared
Audit consent issued
Sign off shell financial statements
Complete review of pro forma financials
Annual audit and interim reviews completed
Comfort letter requirements discussed
Initial discussion regarding due diligence request list held
Working draft sessions begin
Underwriter agreement signed
Marketing and road show
Access current organization and identify resource gaps
Access financial close, systems, and internal control capabilities
Recruit key personnel; onboarding. VPs build teams
Develop implementation plan and execute
Internal control documentation and testing
Initial filing date
Tax issues impacting data requirements for SEC reporting purposes resolved
Audit planning meeting holding audit review procedures confirmed
SEC comments received
5. IPO Readiness Framework 5
Technology
Project management, change management & communications
A comprehensive IPO readiness assessment requires a thorough evaluation of all areas of the organization.
Enterprise risk management
Treasury
Legal
Tax
Executive compensation and HR
Wealth management planning
Corporate strategy and development
Accounting, reporting, and financial effectiveness
Financial planning and analysis
Governance and leadership
Internal controls & internal audit
Media and investor relations
Engage with investment banks
6. Compensation Planning IPO Milestones
Matching and Leveling to the Radford Job Platform
First Time Salary and Bonus / Equity Benchmarking
Salary Administration System Development
Annual Bonus Needs Assessment/ Design
Startup
Equity Grant Guideline Development and Total Dilution Planning
Acquisition/ Merger- Ready
Comprehensive Executive Compensation Review
>
Peer group selection
>
Compensation philosophy
>
Total pay competitiveness
>
Executive post-IPO retention assessment
>
True-up internal inequities in stock holdings
Public Disclosure and Regulatory Preparation
>
Executive compensation SEC disclosure drafting
>
Equity plan terms audit and funding needs projections
>
Tax & regulatory compliance
>
Executive severance/change-in- control policies and contracts
Board of Directors Compensation Program Establishment
Equity Holdings Retention and Refresh Assessment
Ongoing Cash/Equity Program Review and Incorporation of New Roles/ Incumbents
Equity Award Valuation Assessment for ASC Topic 718 Accounting
Initial Public Offering
Go-forward Public Company Compensation Maintenance
7. Early Stage Pre-IPO: > 12 Months Out 7
Elements
Considerations
Financial
Complete thorough IPO readiness assessment on all aspects of Going Public and Being Public
Select auditors and accounting advisors
Ensure financial statements are SOX complaint
Start to build finance team sufficient to support the needs of public company
Obtain independent valuations, if necessary
Analyze potential tax structures and determine optimal structure
Governance
Evaluate annual bonus programs and other pay practices in light of enhanced disclosure
Consider board membership (independence) and CEO role in setting compensation
Legal
Evaluate Rule 701 and “Blue Sky” compliance
Plan for repayment of officer and/or director loans prior to IPO (Sarbanes-Oxley)
Compensation
Provide new hire equity grants
Consider refresh grants for executives and staff on board for longer terms
Evaluate competitiveness of cash compensation program
Determine labor market for talent, particularly executives
Administrative
Assess sufficiency of minute books and corporate records
Consider internal roles and expertise related to equity structure
8. Pre-IPO Equity Hot Buttons
•
Rule 701/Blue Sky Compliance
•
Audit grants for compliance
•
May be required to provide enhanced disclosure with new grants
•
Cheap Stock charge/Section 409A tax consequences
•
Obtain frequent valuations – ideally a valuation for each grant date
•
Avoid granting awards when new valuation is pending
•
Resolve 409A issues
•
RSUs
•
Can be issued instead of options to avoid valuation problems
•
Avoid vesting/settlement in lock-up period 8
9. Cheap Stock
•
ASC 718 requires all entities to recognize compensation expense based on the fair value of stock awards and option grants
•
SEC may require an increase in the charge for compensation expense if the estimated fair value of recent equity awards is below IPO offering price (“cheap stock”)
•
SEC will review past 12 to 18 months of option grants or other issuances
•
Build the backup well before filing
•
Independent valuations
•
Third party transactions
•
Timing of the SEC comment can cause delays - resolve this one with the SEC before you go “on the road”
•
Potential impact on IPO valuation of non-cash compensation charges 9
10. Elements
Considerations
Financial
Write MD&A
Ensure finance team can close books and report within 45 days
Identify and agree upon number and nature of segments with all stakeholders
Identify and agree upon non-GAAP measures and other KPI's and ensure they have appropriate internal controls
Commence remediation of any material weaknesses, if necessary
Approach SEC with any pre-clearance issues, if necessary
Governance
Establish Board Committees: audit, compensation, nominating/governance
Make necessary board changes (director independence; financial expert)
Consider risk oversight disclosure requirement
“Executive” officer status – review management structure and titles
Legal
Review/revise existing employment and equity agreements (409A, change of control provisions)
Consider/draft new equity plans – “omnibus” equity plan and ESPP
Ensure all shares subject to a lock-up
D&O questionnaires – identify issues
Compensation
Conduct Board of Directors compensation market assessment / design program for forthcoming independent directors
Determine hiring of executives post IPO and compensation needs
Review and design an equity strategy for the pre- and post-IPO environment covering the broad employee population, including potential evergreen provisions and Employee Stock Purchase Plan (ESPP) programs
Administrative
Identify/hire a dedicated stock plan administrator within company or use of full-service partner
Review and “clean up” shareholder and option-holder records
Recommended: move to fixed schedule for making option grants
Pre-IPO: 6-12 Months Out 10
11. Elements
Considerations
Financial
Perform live close and deliver 10Q like document within 45 days of quarter end
Finalize MD&A, summary, selected, and other financial disclosures
Complete pro forma financial statements, if necessary
Update historical financial statements with annual and interim financial statements, as necessary
Continue working on remediation of any material weaknesses, if necessary
Governance
Committee charters should be developed/updated
Develop a compensation philosophy and a transition strategy to migrate compensation programs from private company to public company environments
Insider trading policy and window program
Legal
Draft and review a Compensation Discussion & Analysis section (CD&A) if needed
Reevaluate available share reserves under equity plans
Consider post IPO equity award mix (option vs RSUs) and tax implications
Compensation
Develop a compensation philosophy and a transition strategy to migrate compensation programs from private company to public company environments
Develop peer group of publically-traded competitive companies for use in Board and executive compensation market assessments
Assess the overall retention value of your equity programs by examining ownership levels for employees to determine if any adjustment/refresh grants should be considered prior to an IPO
Confirm if equity award eligibility will remain the same post-IPO
Develop post-IPO Board of Directors compensation program that is consistent with public company peer practices once appropriate
Administrative
Upgrade your equity management solution to accommodate public functionality (i.e. participant portal and broker and transfer agent process)
Develop SOPs for equity plan administration post-IPO
Pre-IPO: 3-6 Months Out 11
12. Pre-IPO: Approaching IPO 12
Elements
Considerations
Financial
Resolve any open accounting issues with SEC, including cheap stock
Update historical financial statements with annual and interim financial statements, as necessary
Finalize finance team for "Being Public"
Continue working on remediation of any material weaknesses, if necessary
Governance
Finalize committee
Delegate authority to officers to grant “routine” equity awards?
Implement insider trading and pre-clearance policies
Legal
Consider freezing new option grants as approach pricing
Prepare Form S-8 and stock plan prospectuses
Section 16 officer SEC ownership filings
Compensation
Assess the competitiveness of the executive compensation program against approved peer or survey companies covering salary, incentives and equity
Review cash incentive practices at peer companies and begin to explore alternatives to align your existing programs with public company market practices
Consider the additional of a Evergreen provision to the equity plan and if so at what level of annual refresh
Consider the introduction of an Employee Stock Purchase Plan (ESPP)
Administrative
Prepare for employee meetings -- insider trading, lock-up, ESPP roll-out, taxes on awards
Evaluate employee communications materials and methods (intranet)
Transition stock recordkeeping to transfer agent
13. Equity Practices Comparison / Transition Prep 13
Elements
Typical Private Philosophy
Typical Public Philosophy
Setting Award
Established based on a target ownership percentage
Equity grants are established based on a target annual grant value
Converted to a number of options/shares based on the current stock price
New-Hire vs. Ongoing/ Refresh
Large new-hire grant
Refresh grants delayed until IPO approaches, or 3-4 years after hire
Refresh guidelines set anywhere from 25% to 33% of new-hire awards
New-hire award typically 2x ongoing award size
Most employees eligible for ongoing award after one year of service
Vehicle Mix
Stock options predominantly (A few notable exceptions have used RSUs pre-IPO recently, however may require cash reserves to address employee taxes)
Mix of stock options and RSUs
Emphasis towards RSUs
Prevalent use of performance shares for executives
Participation
New hires: nearly 100%
How is grant size determined?
Refresh awards: targeted at key performers and those employees greater than 50% vested (25% to 30% of population receives)
New hires: participation decreases as company increases in size (may eliminate eligibility altogether below certain level)
Ongoing awards: Broad eligibility is maintained, although awards targeted at top performers (40% to 60% of population receiving annually)
14. Equity Plan Modifications at IPO
14
Practice at IPO
Technology
Life Sciences
New Equity Plan Adoption (% of companies)
90%
97%
Prevalence of Full Plan Evergreen (% of companies)
79%
83%
Median Evergreen Funding Rate (% of post-IPO total common)
4.0%
4.0%
Immediate Funding w/ Evergreen (% of post-IPO total common)
7.5%
6.9%
Immediate Funding w/o Evergreen (% of post-IPO total common)
10.9%
11.2%
Adoption of ESPP Offering (% of companies)
52%
53%
15. Start-Up to IPO Compensation Program Evolution
•
Company compensation programs mature as a company transitions from start-up in preparation for their public offering 15
IPO Preparation
Acquisition/ Merger Ready
Development Phase
Start-Up
Consulting to
Board of Directors
Consulting to
Management
Private + Public Survey Data
Private Survey Data
Ad-Hoc Job Pricing
Initial Benchmarking
Job Matching
Assessment of Cash and Equity Programs
Salary Structure Design
Equity Guideline Deployment
Incentive Plan Design
Executive Compensation Review
Equity Retention Analysis
Comp. Transition Strategy
Governance Review
Disclosure Prep.
16. Questions? Contact Us!
•
Christina Chiaramonte VP, Client Relations Solium Phone: 415.426.7932
christina.chiramonte@solium.com
•
Laura Lakin McDaniels Special Counsel Cooley LLP Phone: 650.843.5167
lmcdaniels@cooley.com
•
Mike Gould
Partner, Transaction Services PwC Phone: 312.298.3397
mike.gould@us.pwc.com
•Ken Wechsler Director Radford Phone: 760.633.0057
ken.wechsler@radford.com 16
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19. The Process of Going Public
Key financial information to be included in Form S1:
•
Annual and interim historical financial statements
•
Summary and selected financial information
•
Pro forma financial statements
•
MD&A
•
Executive compensation (CD&A)
•
Capitalization
•
Dilution 19
20. Going Public: Accounting & Financial Reporting
Common issues:
•
Public company GAAP and disclosures vs. private company requirements
•
3 years of audited financial information, plus 2 additional years, which may be unaudited
•
Predecessor/successor financial statements
•
Preparation of interim financial statements, and additional interim data that may be required
•
Pro forma financial statements
•
Additional audited financial statements for ‘significant’ acquired companies prior to date of acquisition
•
Tax, legal and financial reporting implications of reorganizations in advance of and IPO
•
Non-GAAP measures
•
Cheap stock
•
Segments
•
EPS 20
21. Post-IPO Historical Financial Reporting Deadlines 21
Category of filer
Form 10-K deadline
Form 10-Q deadline
Large accelerated filer
($700 million)
60 days
40 days
Accelerated filer
($75 million to $699 million)
75 days
45 days
Non-accelerated filer
(less than $75 million)
90 days
45 days
22. Being Public: Accounting & Financial Reporting
Common issues for private companies looking to become public:
•
Close cycle inadequate for public company reporting
•
Timing
•
Quality
•
Neither adequate nor documented policies and procedures
•
Lack of sophisticated budgeting and forecasting process
•
Inexperienced management and external reporting
•
Number of FTEs and inadequate skill sets within finance department
•
Lack of public company accounting and reporting expertise
•
Competing demands of resources for ‘going public’ tasks and ‘being public’ readiness
22
24. Governance & Leadership 24
Example framework
Corporate Governance & Oversight
Policies & Procedures
Internal control
Budgeting, planning, and forecasting
Accounting policies and consolidation
Disclosure controls and procedures
HR
IT
Compliance
Internal Audit
The corporate governance structure provides the overall direction for the organization
The code of conduct provides the values that drive the development of policies and procedures
The entire framework is monitored by internal audit
25. Governance & Leadership
Requirements and considerations
•
Code of conduct/code of ethics
•
Code of conduct adopted and made publicly available for directors, officers, and employees
•
Waivers of the code for directors or executive officers be promptly disclosed
•
Issues/considerations:
◦
Global versus local policies
◦
Language
•
Whistleblower program
•
Lack of sophisticated budgeting and forecasting process
•
Procedures established for receiving, retaining, and treating alleged incidents
•
Issues/considerations:
◦
Local laws (anonymous reporting)
◦
Insource versus outsource 25
26. Governance & Leadership
Requirements and considerations (cont.)
•
Board of Directors
•
Majority independent directors (12-month phase-in for IPO companies)
•
Non-management directors required to meet in executive session
•
Annual performance evaluations of the board and board committees required
•
Issues/considerations:
◦
May need to recruit more than one new independent director
◦
Board likely to function differently with more independent directors 26
27. Governance & Leadership
Requirements and considerations (cont.)
•
Audit committee
•
Required by SEC, New York Stock Exchange (NYSE) and Nasdaq
•
At least three independent directors
•
Financially literate members (with at least one financial expert)
•
Responsible for appointing, compensating, retaining, and overseeing the work of the external auditors
•
Financial reporting process supervision
•
Compensation committee
•
Required by SEC, New York Stock Exchange (NYSE) and Nasdaq
•
Is composed entirely by independent directors
•
Responsible for determining the compensation of the Chief Executive Officer and all other executive officers of the company
•
Approve the goals and objectives of the CEO relevant to CEO compensation
•
Has the sole discretion to retain or obtain the advice of a compensation consultant, legal counsel or other adviser 27
28. Internal Controls
What does SOX mean for public entities?
•
The SOX Act legislates that companies should have internal controls in place over financial reporting and report on a quarterly basis that they are operating effectively
•Good internal controls are no longer just best practice – they are law under the Act 28
29. Internal Controls
Key Section 404 requirements
•
Section 404 requires that management has internal controls over financial reporting, which is part of an internal control framework to prevent and/or detect material misstatements to the financial statements
•
This control framework should include documentation of the controls, associated policies, and procedures that contribute to the control framework and documentation, which can be relied on as part of a validation procedure to ensure that the controls are operating as designed. (A commonly used control framework is Committee of Sponsoring Organizations [COSO] of the Treadway Commission)
•The three elements to the control framework are:
•Business process controls,
•IT controls, and
•Entity-level controls 29
*Note: EGCs filing under JOBS Act are exempt from internal controls audit required by Section 404(b)
30. Internal Controls
Key Section 302 requirements
•
The certification is intended to hold the CEO and CFO accountable for ensuring that:
•
The financial report neither contains any untrue statement of a material fact nor omits to state a material fact
•
All financial statements and information are fairly presented
•
Disclosure controls and procedures are established and maintained
•
The disclosure controls cover the whole company, including consolidated subsidiaries
•
Necessary control weaknesses have been disclosed
•
Any fraud has been disclosed
The CEO and CFO certify quarterly with every 10-K and 10-Q
30
31. Governance & Compliance Timeline: Key Milestones 31
Registration statement declared effective
Date of listing
90 days after registration
First quarter
after filing
One year after registration
One year after
listing
90 days after
listing
Second 10-K
filing
At least one independent director on:
•
AC
•
Nominating committee
•
Governance committee.
Majority independent directors on:
•
AC
Majority independent directors on:
•
Nominating committee
•
Governance committee
Section 302 filing
Fully independent directors on:
•
AC
Fully-independent directors on:
•
Nominating committee; and
•
Governance committee
Majority independent directors on:
•
Board of directors
Section 404 compliant
SOX Act of 2002 requirements
NYSE governance listing requirements
*Note: EGCs filing under JOBS Act are exempt from internal controls audit required by Section 404(b)