Editing Initial public offering (section)

==Procedure==
IPO procedures are governed by different laws in different countries. In the United States, IPOs are regulated by the [[United States Securities and Exchange Commission]] under the [[Securities Act of 1933]].<ref>{{cite web|title=The Laws That Govern the Securities Industry|url=https://www.sec.gov/about/laws.shtml|publisher=Securities and Exchange Commission|access-date=12 December 2014}}</ref> In the United Kingdom, the [[UK Listing Authority]] reviews and approves prospectuses and operates the listing regime.<ref>{{cite web|title=UK Listing Authority|url=http://www.fca.org.uk/firms/markets/ukla|access-date=12 December 2014}}</ref>

===Planning===
Planning is crucial to a successful IPO. One book<ref>Lipman, International and U.S. IPO Planning, {{ISBN|978-0-470-39087-0}}</ref> suggests the following seven planning steps:
# develop impressive management and professional team
# grow the company's business with an eye to the public marketplace
# obtain audited financial statements using IPO-accepted accounting principles
# clean up the company's act
# establish antitakeover defenses
# develop good corporate governance
# create insider bail-out opportunities and take advantage of IPO windows.

===Retention of underwriters===
IPOs generally involve one or more [[investment bank]]s known as "[[underwriter]]s". The company offering its shares, called the "issuer", enters into a contract with a lead underwriter to sell its shares to the public. The underwriter then approaches investors with offers to sell those shares.

A large IPO is usually underwritten by a "[[syndicate]]" of investment banks, the largest of which take the position of "lead underwriter". Upon selling the shares, the underwriters retain a portion of the proceeds as their fee. This fee is called an [[underwriting spread]]. The spread is calculated as a discount from the price of the shares sold (called the [[gross spread]]). Components of an underwriting spread in an initial public offering (IPO) typically include the following (on a per-share basis): Manager's fee, Underwriting fee—earned by members of the syndicate, and the Concession—earned by the broker-dealer selling the shares. The Manager would be entitled to the entire underwriting spread. A member of the syndicate is entitled to the underwriting fee and the concession. A broker-dealer who is not a member of the syndicate but sells shares would receive only the concession, while the member of the syndicate who provided the shares to that broker-dealer would retain the underwriting fee.<ref name="Investment Banking">{{cite book|title=Series 79 Investment Banking Representative Qualification Examination, Study Manual, 41st Edition|year=2010|publisher=Securities Trading Corporation}}</ref> Usually, the managing/lead underwriter, also known as the [[bookrunner]], typically the underwriter selling the largest proportions of the IPO, takes the highest portion of the [[gross spread]], up to 8% in some cases.

Multinational IPOs may have many syndicates to deal with differing legal requirements in both the issuer's domestic market and other regions. For example, an issuer based in the E.U. may be represented by the major selling syndicate in its domestic market, Europe, in addition to separate group corporations or selling them for US/Canada and Asia. Usually, the lead underwriter in the head selling group is also the lead bank in the other selling groups.

Because of the wide array of legal requirements and because it is an expensive process, IPOs also typically involve one or more [[law firm]]s with major practices in [[securities law]], such as the [[Magic Circle (law)|Magic Circle]] firms of London and the [[white-shoe firm]]s of New York City.

Financial historians [[Richard Sylla]] and [[Robert E. Wright]] have shown that before 1860 most early U.S. corporations sold shares in themselves directly to the public without the aid of intermediaries like investment banks.<ref>Robert E. Wright, "Reforming the U.S. IPO Market: Lessons from History and Theory", ''Accounting, Business, and Financial History'' (November 2002), 419–437.</ref> The [[direct public offering]] (DPO), as they term it,<ref>Robert E. Wright and Richard Sylla, "Corporate Governance and Stockholder/Stakeholder Activism in the United States, 1790–1860: New Data and Perspectives". In Jonathan Koppell (ed.), ''Origins of Shareholder Advocacy'' (New York: Palgrave Macmillan, 2011), 231–51.</ref> was not done by auction but rather at a share price set by the issuing corporation. In this sense, it is the same as the fixed price public offers that were the traditional IPO method in most non-US countries in the early 1990s. The DPO eliminated the agency problem associated with offerings intermediated by investment banks.

===Allocation and pricing===
The sale (allocation and pricing) of shares in an IPO may take several forms. Common methods include:
*[[Best efforts contract]]
*[[Firm commitment contract]]
*[[All-or-none contract]]
*[[Bought deal]]
Public offerings are sold to both institutional investors and retail clients of the underwriters. A licensed securities salesperson ([[Registered Representative]] in the US and Canada) selling shares of a public offering to his clients is paid a portion of the selling concession (the fee paid by the issuer to the underwriter) rather than by his client. In some situations, when the IPO is not a "hot" issue (undersubscribed), and where the salesperson is the client's advisor, it is possible that the financial incentives of the advisor and client may not be aligned.

The issuer usually allows the underwriters an option to increase the size of the offering by up to 15% under a specific circumstance known as the [[greenshoe]] or overallotment option. This option is always exercised when the offering is considered a "hot" issue, by virtue of being oversubscribed.

In the US, clients are given a preliminary prospectus, known as a [[red herring prospectus]], during the initial quiet period. The red herring prospectus is so named because of a bold red warning statement printed on its front cover. The warning states that the offering information is incomplete, and may be changed. The actual wording can vary, although most roughly follow the format exhibited on the Facebook IPO red herring.<ref>{{Cite web|url=https://www.sec.gov/Archives/edgar/data/1326801/000119312512034517/d287954ds1.htm|title=Registration Statement on Form S-1|website=U.S. Securities and Exchange Commission |date=February 1, 2012 |access-date=10 December 2017}}</ref> During the quiet period, the shares cannot be offered for sale. Brokers can, however, take [[indication of interest|indications of interest]] from their clients. At the time of the stock launch, after the Registration Statement has become effective, indications of interest can be converted to buy orders, at the discretion of the buyer. Sales can only be made through a final prospectus cleared by the Securities and Exchange Commission.

The final step in preparing and filing the final IPO prospectus is for the issuer to retain one of the major financial "printers", who print (and today, also electronically file with the [[U.S. Securities and Exchange Commission|SEC]]) the registration statement on Form S-1. Typically, preparation of the final prospectus is actually performed at the printer, wherein one of their multiple conference rooms the issuer, issuer's counsel (attorneys), underwriter's counsel (attorneys), the lead underwriter(s), and the issuer's accountants/auditors make final edits and proofreading, concluding with the filing of the final prospectus by the financial printer with the Securities and Exchange Commission.<ref name="InvestorPlace">{{cite web |title=The Main Players In An Initial Public Offering |date=26 February 2012 |url = http://investorplace.com/ipo-playbook/the-main-players-in-an-initial-public-offering-ipo/#.U88EE_ldVaQ |website=InvestorPlace |first1= Tom |last1=Taulli |access-date=22 July 2014 |url-status=dead |archive-url=https://web.archive.org/web/20140724174832/http://investorplace.com/ipo-playbook/the-main-players-in-an-initial-public-offering-ipo/#.U9FHBZ3P1qZ |archive-date= 2014-07-24}}</ref>

Before legal actions initiated by New York Attorney General [[Eliot Spitzer]], which later became known as the [[Global Settlement]] enforcement agreement, some large [[Financial institution|investment firms]] had initiated favorable research coverage of companies in an effort to aid [[corporate finance]] departments and retail divisions engaged in the marketing of new issues. The central issue in that enforcement agreement had been [[Declaratory ruling|judged]] in court previously. It involved the conflict of interest between the [[investment banking]] and [[Financial analyst|analysis]] departments of ten of the largest investment firms in the United States. The investment firms involved in the settlement had all engaged in actions and practices that had allowed the inappropriate influence of their research analysts by their investment bankers seeking lucrative fees.<ref name=" one">{{cite web |title=Ten of Nation's Top Investment Firms Settle Enforcement Actions Involving Conflicts of Interest Between Research and Investment Banking |website=SEC |date=28 April 2003 |url=https://www.sec.gov/news/press/2003-54.htm |access-date=23 July 2014}}</ref> A typical violation addressed by the settlement was the case of [[Credit Suisse First Boston|CSFB]] and [[Salomon Smith Barney]], which were alleged to have engaged in the inappropriate spinning of "hot" IPOs and issued fraudulent research reports in violation of various sections within the [[Securities Exchange Act of 1934]].

===Pricing===

A company planning an IPO typically appoints a lead manager, known as a [[bookrunner]], to help it arrive at an appropriate price at which the shares should be offered. There are two primary ways in which the price of an IPO can be determined. Either the company, with the help of its lead managers, fixes a price ("fixed price method"), or the price can be determined through analysis of confidential investor demand data compiled by the bookrunner ("[[book building]]").

Historically, many IPOs have been underpriced. The effect of underpricing an IPO is to generate additional interest in the stock and a rapid rise in share price when it first becomes publicly traded (known as an "IPO pop"). [[Flipping]], or quickly selling shares for a [[Profit (accounting)|profit]], can lead to significant gains for investors who were allocated shares of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the issuer. One extreme example is [[theglobe.com]] IPO which helped fuel the IPO "mania" of the late 1990s internet era. Underwritten by [[Bear Stearns]] on 13 November 1998, the IPO was priced at $9 per share. The share price quickly increased 1,000% on the opening day of trading, to a high of $97. Selling pressure from institutional flipping eventually drove the stock back down, and it closed the day at $63. Although the company did raise about $30&nbsp; million from the offering, it is estimated that with the level of demand for the offering and the volume of trading that took place they might have left upwards of $200&nbsp;million on the table.

The danger of overpricing is also an important consideration. If a stock is offered to the public at a higher price than the market will pay, the underwriters may have trouble meeting their commitments to sell shares. Even if they sell all of the issued shares, the stock may fall in value on the first day of trading. If so, the stock may lose its marketability and hence even more of its value. This could result in losses for investors, many of whom being the most favored clients of the underwriters. Perhaps the best-known example of this is the Facebook IPO in 2012.

Underwriters, therefore, take many factors into consideration when pricing an IPO, and attempt to reach an offering price that is low enough to stimulate interest in the stock but high enough to raise an adequate amount of capital for the company. When pricing an IPO, underwriters use a variety of key performance indicators and non-GAAP measures.<ref>{{cite journal|last1=Gould|first1=Michael|title=How Non-GAAP Measures Can Impact Your IPO|url=https://www.transactionadvisors.com/insights/how-non-gaap-measures-can-impact-your-ipo|journal=Transaction Advisors|issn=2329-9134|access-date=16 January 2015|archive-date=6 November 2018|archive-url=https://web.archive.org/web/20181106192726/https://www.transactionadvisors.com/insights/how-non-gaap-measures-can-impact-your-ipo|url-status=dead}}</ref> The process of determining an optimal price usually involves the [[underwriters]] ("syndicate") arranging share purchase commitments from leading institutional investors.

Some researchers (Friesen & Swift, 2009) believe that the underpricing of IPOs is less a deliberate act on the part of issuers and/or underwriters, and more the result of an over-reaction on the part of investors (Friesen & Swift, 2009). One potential method for determining to underprice is through the use of [[IPO underpricing algorithm]]s. Other researchers have discovered that firms with higher revenues from licensing-based technology commercialization exhibit greater IPO underpricing, while a firm's stock of patents mitigates this effect.<ref>{{Cite journal|last1=Morricone |first1=Serena |last2=Munari |first2=Federico |last3=Oriani |first3=Raffaele |last4=de Rassenfosse|first4=Gaétan|title=Commercialization Strategy and IPO Underpricing|date=2017|url=http://cdm-it.epfl.ch/RePEc/iip-wpaper/commercialization_strategy_and_IPO_underpricing.pdf|journal=Research Policy|volume=46|issue=6|pages=1133–1141|doi=10.2139/ssrn.2966036 |s2cid=157454297 |author-link4=Gaétan de Rassenfosse}}</ref>

====Dutch auction====
A [[Dutch auction]] allows shares of an initial public offering to be allocated based only on price aggressiveness, with all successful bidders paying the same price per share.<ref>{{cite web |last=Demos |first=Telis |date=21 June 2012  |url=https://blogs.wsj.com/deals/2012/06/21/exactly-what-is-a-dutch-auction/ |title=What Is a Dutch Auction? |work=The Wall Street Journal |access-date=16 October 2012 |url-access=subscription}}</ref><ref>{{cite web |url=http://www.slate.com/articles/news_and_politics/explainer/1999/05/what_is_a_dutch_auction_ipo.html |title=What Is a Dutch Auction IPO? |date=6 May 1999 |work=Slate Magazine |access-date=16 October 2012 }}</ref> One version of the Dutch auction is [[OpenIPO]], which is based on an auction system designed by economist [[William Vickrey]]. This auction method ranks bids from highest to lowest, then accepts the highest bids that allow all shares to be sold, with all winning bidders paying the same price. It is similar to the model used to auction [[United States Treasury security#Treasury bill|Treasury bills]], notes, and bonds since the 1990s. Before this, Treasury bills were auctioned through a discriminatory or pay-what-you-bid auction, in which the various winning bidders each paid the price (or yield) they bid, and thus the various winning bidders did not all pay the same price. Both discriminatory and uniform price or "Dutch" auctions have been used for IPOs in many countries, although only [[uniform price auction]]s have been used so far in the US. Large IPO auctions include Japan Tobacco, Singapore Telecom, BAA Plc and Google (ordered by size of proceeds).

A variation of the Dutch auction has been used to take a number of U.S. companies public including [[Morningstar, Inc.|Morningstar]], [[Interactive Brokers Group]], [[Overstock.com]], Ravenswood Winery, Clean Energy Fuels, and [[Boston Beer Company]].<ref>{{cite news|url=https://www.nytimes.com/2012/02/19/your-money/an-ipo-process-that-is-customer-friendly.html?pagewanted=all&_r=0 | work=The New York Times | first=Jeff | last=Sommer | title=No Bitter Aftertaste From This Stock Offering | date=18 February 2012 |url-access=limited}}</ref> In 2004, Google used the Dutch auction system for its initial public offering.<ref>{{cite web|url=http://www.law.umaryland.edu/academics/journals/jbtl/issues/3_1/3_1_041_Hild.pdf|title=Journal of Business & Technology Law – Academic Journals – University of Maryland Francis King Carey School of Law|access-date=27 November 2016|url-status=dead|archive-date=27 October 2011|archive-url=https://web.archive.org/web/20111027131306/http://www.law.umaryland.edu/academics/journals/jbtl/issues/3_1/3_1_041_Hild.pdf}}</ref> Traditional U.S. investment banks have shown resistance to the idea of using an auction process to engage in public securities offerings. The auction method allows for equal access to the allocation of shares and eliminates the favorable treatment accorded important clients by the underwriters in conventional IPOs. In the face of this resistance, the Dutch auction is still a little used method in U.S. public offerings, although there have been hundreds of auction IPOs in other countries.

In determining the success or failure of a Dutch auction, one must consider competing objectives.<ref>{{cite web |last=Hensel |first=Nayantara |date=4 November 2005 |url=http://hbswk.hbs.edu/archive/4747.html |title=Are Dutch Auctions Right for Your IPO? |publisher=Harvard Business School |work=Working Knowledge |access-date=16 October 2012}}</ref><ref>{{cite web |url=http://law.bepress.com/cgi/viewcontent.cgi?article=3706&context=expresso |title=Is The Dutch Auction IPO A Good Idea? |publisher=Queen's University |last=Anand |first=Anita Indira |series=Queen's University Law and Economics Workshop |access-date=21 July 2021}}</ref> If the objective is to reduce risk, a traditional IPO may be more effective because the underwriter manages the process, rather than leaving the outcome in part to random chance in terms of who chooses to bid or what strategy each bidder chooses to follow. From the viewpoint of the investor, the Dutch auction allows everyone equal access. Moreover, some forms of the Dutch auction allow the underwriter to be more active in coordinating bids and even communicating general auction trends to some bidders during the bidding period. Some have also argued that a uniform price auction is more effective at [[price discovery]], although the theory behind this is based on the assumption of independent private values (that the value of IPO shares to each bidder is entirely independent of their value to others, even though the shares will shortly be traded on the aftermarket). Theory that incorporates assumptions more appropriate to IPOs does not find that sealed bid auctions are an effective form of price discovery, although possibly some modified form of auction might give a better result.

In addition to the extensive international evidence that auctions have not been popular for IPOs, there is no U.S. evidence to indicate that the Dutch auction fares any better than the traditional IPO in an unwelcoming market environment. A Dutch auction IPO by WhiteGlove Health, Inc., announced in May 2011 was postponed in September of that year, after several failed attempts to price. An article in ''[[the Wall Street Journal]]'' cited the reasons as "broader stock-market [[volatility (finance)|volatility]] and uncertainty about the global economy have made investors wary of investing in new stocks".<ref>{{cite web |url=http://www.statesman.com/news/business/whiteglove-seeks-to-raise-325-million-in-dutch-auc/nRZg9/ |title=WhiteGlove seeks to raise $32.5 million in 'Dutch auction' IPO |work=Statesman |access-date=16 October 2012 |url-status=dead |archive-date=4 November 2013 |archive-url=https://web.archive.org/web/20131104211516/http://www.statesman.com/news/business/whiteglove-seeks-to-raise-325-million-in-dutch-auc/nRZg9/ }}</ref><ref>{{cite web |last=Cowan |first=Lynn |date=21 September 2011 |url=https://www.wsj.com/articles/SB10001424053111903791504576584711472079724 |title=WhiteGlove Health Shelves IPO Indefinitely |work=The Wall Street Journal |access-date=16 October 2012 |url-access=subscription}}</ref>

===Quiet period===
{{Main|Quiet period}}
Under American securities law, there are two-time windows commonly referred to as "quiet periods" during an IPO's history. The first and the one linked above is the period of time following the filing of the company's [[SEC Form S-1|S-1]] but before SEC staff declare the registration statement effective. During this time, issuers, company insiders, analysts, and other parties are legally restricted in their ability to discuss or promote the upcoming IPO (U.S. Securities and Exchange Commission, 2005).

The other "quiet period" refers to a period of 10 calendar days following an IPO's first day of public trading.<ref name="finra.org">{{cite web |url=http://www.finra.org/sites/default/files/notice_doc_file_ref/Regulatory-Notice-15-30.pdf |title=Regulatory Notice 15-30: Equity Research |publisher=FINRA |access-date=21 July 2021 }}</ref> During this time, insiders and any underwriters involved in the IPO are restricted from issuing any earnings forecasts or research reports for the company. When the quiet period is over, generally the underwriters will initiate research coverage on the firm. A three-day waiting period exists for any member that has acted as a manager or co-manager in a secondary offering.<ref name="finra.org"/>

===Delivery of shares===
Not all IPOs are eligible for delivery settlement through the [[Depository Trust & Clearing Corporation|DTC system]], which would then either require the physical delivery of the [[stock certificate]]s to the clearing agent bank's custodian or a [[delivery versus payment]] (DVP) arrangement with the selling group firm.

===Stag profit (flipping)===
"Stag profit" is a situation in the stock market before and immediately after a company's initial public offering (or any new issue of shares). A "stag" is a party or individual who subscribes to the new issue expecting the price of the stock to rise immediately upon the start of trading. Thus, stag [[Profit (accounting)|profit]] is the financial gain accumulated by the party or individual resulting from the value of the shares rising. This term is more popular in the United Kingdom than in the United States. In the US, such investors are usually called flippers, because they get shares in the offering and then immediately turn around "[[flipping]]" or selling them on the first day of trading.