BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, March 1, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will examine the process for achieving a direct listing of shares on the New York Stock Exchange (NYSE) and Nasdaq. The panel will also discuss the pros and cons of direct listing vs. an initial public offering (IPO), the new and emerging criteria for direct listings, and lessons from recent transactions.

Faculty

Boris Dolgonos
Partner
Gibson, Dunn & Crutcher LLP

Mr. Dolgonos is a member of the firm’s Capital Markets and Securities Regulation and Corporate Governance Practice Groups. He has more than 20 years of experience advising issuers and underwriters in a wide range of equity and debt financing transactions, including initial public offerings, high yield and investment-grade debt offerings, leveraged buyouts, cross-border securities offerings, and private placements.  Mr. Dolgonos also regularly advises U.S. and non-U.S. companies on corporate governance, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities. Mr. Dolgonos has represented public and private companies, investment banks and other financial institutions and sovereign entities in transactions across North and South America, Europe, Asia and Africa.  He has experience in many industries, including metals and mining, biotechnology, industrials, aviation, hospitality, media and telecommunications, financial services, technology, and retail.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Hillary H. Holmes
Partner
Gibson, Dunn & Crutcher LLP

Ms. Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets practice group, and a member of the firm’s Oil and Gas, Securities Regulation and Corporate Governance, Private Equity and M&A practice groups. Her practice focuses on capital markets, securities regulation and governance counseling for master limited partnerships and corporations in all sectors of the oil & gas energy industry.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Traditional methods of corporate finance have been disrupted in recent years, as more private companies pursue alternative approaches to a public listing. A company might pursue a direct listing of its common stock on a U.S. securities exchange to provide it with acquisition currency and a basis for valuation and to provide existing shareholders with liquidity.

Direct listings bypass certain elements of the investment banking and underwriting processes that are part of the traditional IPO. A U.S. or foreign-domiciled company may list its shares on a national securities exchange without undertaking an offering and sale of its securities at the same time. It can do that by filing with the SEC a registration statement on Form 10 (for U.S. issuers) or Form 20-F (for foreign issuers). Companies and their counsel should have a thorough understanding of the filing and reporting requirements under SEC regulations and stock exchange listing rules that apply for the direct listing and the ongoing reporting requirements after completion of the listing.

The SEC has considered several proposals by the NYSE and Nasdaq to facilitate direct listings and also to enable companies to raise funds alongside a direct listing without a traditional underwriting. Direct listings gained momentum in 2021 with a number of completed transactions, and we understand that there are more of them in the pipeline.

Listen as our authoritative panel examines the registration and listing requirements associated with the direct listing of securities on a public exchange. The panel will also discuss the recent amendment to the NYSE rules and the pros and cons of direct listings.

Outline

  1. Impact of abundant private equity capital on traditional IPOs
  2. Direct listings vs. IPOs
    • Underwriting
    • Registration
    • Subsequent filings
  3. Amended NYSE listing requirements
    • Valuation based on private placement
    • Valuation by independent third party
    • Trading procedures
  4. Pros and cons of direct listings

Benefits

The panel will review these and other challenging issues:

  • What are the advantages and disadvantages of undertaking a direct listing vs. an IPO or no listing at all?
  • What are the SEC registration requirements for a direct listing, and what are the ongoing filing requirements?
  • How do the evolving listing rules affect the prospects for direct listings?
  • What creative approaches have companies recently taken in connection with direct listings?