The number of U.S. companies going public has increased in recent years and we expect to see this trend continue. “Going public” refers to the initial public offering (IPO) of a class of a company’s securities, typically its common stock, to the public through a registration statement prepared in compliance with the Securities Act of 1933, as amended (the Securities Act), and filed with the Securities and Exchange Commission (the SEC). The IPO process involves a series of steps leading to the sale of shares to the public, the listing of the shares on a national securities exchange and the establishment of a public market for the company’s shares. Following the completion of an IPO, the new public company will be subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the Exchange Act).

An IPO inevitably brings about signifcant changes to a company, its employees, the risks it is subject to and its growth prospects. It is important for a company considering going public (among its other nancing alternatives) to understand the IPO process in order to be prepared for an IPO and being a public company. Jackson Walker is uniquely situated to counsel companies and their boards in making the decision to go public and navigate the IPO minefield and in dealing with their reporting and compliance obligations thereafter. We have experience in all aspects of the securities laws affecting both the public and private securities offering process, including dealing with the requirements of the SEC, Financial Industry Regulatory Authority (FINRA) and national securities exchanges. This publication provides an overview of the IPO process, summarizes the advantages and disadvantages of going public and the ongoing reporting and compliance obligations of being public, and surveys the key corporate governance decisions and other preparations that a company would need to make before proceeding with an IPO.