Note From the Editors
This year’s IPO Report offers a detailed review of the IPO market and outlook, including a breakdown of IPOs by industry and the number of IPOs from the leading states over the past five years. We also take a look at the IPO market by the numbers and the profile of successful IPO candidates.
We examine how to prepare cybersecurity disclosures, considerations for current and former shell companies, and the prevalence of EGC elections. The report covers important topics for pre-IPO companies, including how to assemble a board of directors, facilitate pre-IPO communications and test the waters to find IPO investors.
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Thanks for reading.
— Caroline Dotolo, Partner and Vice Chair, Corporate Practice
— Molly W. Fox, Partner
Excerpt: The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks. Cyber incidents, whether unintentional events or deliberate attacks on company networks, can have significant impacts on a company, including the loss or theft of valuable company data; the disclosure of sensitive company, customer or personal information; the destruction or corruption of important files; and the disruption of business operations. These impacts may lead to remediation costs, increased cybersecurity protection costs, lost revenue, litigation, regulatory investigations and reputational harm. As a result of these risks, companies need to carefully consider their disclosure obligations—both in the Form S-1 and in post-IPO filings with the SEC—relating to cybersecurity risks and related processes and practices.
Excerpt: In recent years, a variety of alternative paths to public ownership and trading liquidity have emerged. The reverse merger is among one of the oldest alternatives to a conventional IPO for a private company seeking to become publicly traded and, due to a confluence of factors, has recently gained greater marketplace acceptance. Reverse mergers are a potentially attractive transaction structure in particular for private companies with significant cash needs, such as life science companies that, for various reasons, may not be able to immediately access the IPO market.
