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