Running a Public Company From IPO to SEC Reporting

ISBN-10: 0470446366
ISBN-13: 9780470446362
Edition: 2009
Authors: Steven M. Bragg
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Description: Running a Public Company describe the concepts behind each securities law, and builds a compliance structure for it that itemizes specific policies, procedures, controls, forms and reports. Laws and regulations covered will include securities  More...

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Book details

Copyright year: 2009
Publisher: John Wiley & Sons, Limited
Publication date: 10/23/2009
Binding: Hardcover
Pages: 316
Size: 6.25" wide x 9.25" long x 1.00" tall
Weight: 1.518
Language: English

Running a Public Company describe the concepts behind each securities law, and builds a compliance structure for it that itemizes specific policies, procedures, controls, forms and reports. Laws and regulations covered will include securities registration, mergers and acquisitions, initial public offerings, state blue sky laws, proxy statements, tender offers, insider reporting, and fair disclosure.

About the Author
Preface
How to go Public
The Initial Public Offering
Introduction
Reasons to Go Public
Reasons Not to Go Public
The Cost of an IPO
Preparing for the IPO
Finding an Underwriter
Registering for and Completing the IPO
Summary
Acquiring a Public Shell Company
Introduction
Pros and Cons of Acquiring a Public Shell Company
The Mechanics of a Shell Company
Summary
Listing on a Stock Exchange
Introduction
The Listing Process
The American Stock Exchange
The NASDAQ
Overview
The NASDAQ Capital Market
The NASDAQ Global Market
The New York Stock Exchange
Comparing the Stock Exchanges
Summary
Dealing with Investors
Investor Relations Overview
Introduction
Investor Relations Objectives and Goals
Investor Relations Tools
The Fact Sheet
The Press Release
The Annual Report
The Annual Meeting
The Company Web Site
The Road Show
The Conference Call
Float Management
Summary
The Investment Community
Introduction
The Analyst's Perspective
Finding the Right Analyst
The Sell Side
Analysts
Brokers
Investment Bankers
Investor Relations Specialists
The Buy Side
Types of Investors
Institutional Investors
Individual Investors
Investment Clubs
Foreign Investors
Presentations to Investors
Summary
Regulation FD (Fair Disclosure)
Introduction
Policies
Procedures
Controls
Summary
Stock Repurchases
Introduction
Impact on Earnings per Share
Legal Ramifications
SEC Reporting
Adequate Disclosure and Repurchase Instructions
Impact of Repurchases on Rule 13e-3
Summary
Dealing With The Securities and Exchange Commission
Registration Statements
Introduction
Form S-1
Form S-3
Form S-8
The Shelf Registration
Declaring a Registration Statement Effective
Controls
Summary
Regulation D (Sale of Unregistered Securities)
Introduction
Policies
Procedures
Controls
Summary
Introduction
Procedures
Controls
Summary
Rule 10b5-1 (Stock Trading Plans)
Introduction
Policies
Summary
Regulation A (Small Issue Exemption)
Introduction
Policies
Procedures
Controls
Summary
Fedwire Payments
Introduction
Summary
Form 8-K
Introduction
Controls
Summary
Insider Securities Ownership and Trading
Introduction
SEC Filing Codes
Short-Swing Profits
Short Sales by Insiders
Policies
Controls
Summary
Proxy Solicitations
Introduction
Online Proxy Voting
Policies
Procedures
Controls
Summary
Regulation M-A (Mergers and Acquisitions)
Introduction
Policies
Procedures
Controls
Summary
Private Securities Litigation Reform Act (Forward-Looking Statements)
Introduction
The Private Securities Litigation Reform Act
Forward-Looking Statements
Policies
Procedures
Controls
Summary
Sarbanes-Oxley Act
Introduction
The Public Company Accounting Oversight Board
Auditor Independence
Corporate Responsibility
Enhanced Financial Disclosures
Analyst Conflicts of Interest
Other Significant Parts of the Act
Summary
Special Accounting Standards For A Public Company
Interim Reporting
Introduction
Example of Interim Reporting of Various Expenses
Second Example of Interim Reporting of Various Expenses
Policies
Procedures
Controls
Disclosures
Summary
Segment Reporting
Introduction
Policies
Procedures
Controls
Disclosures
Summary
Earnings per Share
Introduction
The Simple Capital Structure
Example of EPS Computation�Simple Capital Structure
Preferred Stock Dividends Payable in Common Shares
The Complex Capital Structure
Example of the Impact of Contingent Stock Issuances on Earnings per Share
Examples of EPS Computation�Complex Capital Structure
Participating Securities and the Two-Class Method
Example�Participating Convertible Preferred Stock
Example�Participating Convertible Debt Instrument
Example�Participating Warrants
The Effect of Contracts That May Be Settled in Stock or Cash on DEPS
Inclusions/Exclusions from Computation of DEPS
The Effect of Contingently Convertible Instruments on DEPS
Example�Contingently Convertible Debt with a Market Price Trigger
Effect on EPS of Redemption or Induced Conversion of Preferred Stock
Earnings per Share Implications of Share-Based Employee Compensation
Presentation of Earnings per Share
Controls
Summary
Staff Accounting Bulletins
Introduction
Selected Staff Accounting Bulletins
Summary
Regulation G (Non-GAAP Information)
Introduction
Policies
Procedures
Controls
Reporting Examples
Summary
Closing The Books of A Public Company
Constructing and Filing the Quarterly 10-Q and Annual 10-K Reports
Introduction
Constructing the SEC Filing
Quarterly Auditor Reviews and Audits
Quarterly Legal Review
Officer Certification
Audit Committee Approval
EDGARizing
Summary
Controls for Financial Reporting
Introduction
Controls for Financial Reporting
Summary
Going Private
How to Take a Company Private
Introduction
The Going Private Transaction
Rule 13e-3
Filling Out Schedule 13E-3
Form 15
The 300 Shareholder Limit
Summary
Board Questionnaire
Index

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