文档介绍：. Listing Requirements
Prepared by Morrison & Foerster
© 2007 Morrison & Foerster LLP All Rights Reserved Attorney Advertising
Nasdaq IPO Process
© 2007 Morrison & Foerster LLP All Rights Reserved Attorney Advertising
Nasdaq IPO Process - 1
• Similar to Hong Kong or London IPO:
• kick-off meeting
• due diligence
• prospectus drafting
• filing relevant form with SEC
• respond to ments
• print preliminary prospectus
• road show
• print final prospectus (or post electronically)
• closing
Nasdaq IPO Process - 2
• Basic rule Ò all filings with SEC must be made
electronically on EDGAR
• instantly and permanently available to public at
• However, Form F-1 will be reviewed confidentially
• monitor publicity pany’s business and financial
condition
• ments
Nasdaq IPO Process - 3
• SEC review split between legal and accounting division
• ments: disclosure-based review
• not “investigatory” in nature
• no vetting of merits of connected transactions
• ments: substantive application of principles
• often most time-consuming
• First ment letter may have 70 – ments
Nasdaq IPO Process - 4
• Responses to SEC generally written
• phone consultation is possible and sometimes necessary
• Can elevate serious issues
• also pre-filing written inquiries encouraged
• No mittee hearing
• issuance of “effectiveness order”
Timeline of a Typical Nasdaq IPO
3-6 weeks before
first SEC filing
6-12 months 4-6 months Submit with SEC
• due diligence
before IPO before IPO
• prospectus
• submit Form
drafting Four weeks One to two weeks
pany F-1 with SEC
• adopt public co. after filing after receipt of
enhances decides formally confidentially
policies/ comments
management to do IPO • make
controls/ • receive first
team (if • appoint application to
procedures if round of • resubmit
necessary); underwriter, Nasdaq
not ments revised F-1
focus on internal counsel, and • file
already from SE