Corporate Governance And Initial Public Offerings

A major international study on corporate governance and Initial Public Offerings (IPOs) in twenty-one countries.

A major international study on corporate governance and Initial Public Offerings (IPOs) in twenty-one countries.

Initial Public Offerings (IPOs) are unique economic and governance events as privately held firms issue common stock or shares to the public for the first time. The governance issues surrounding IPOs are relatively unexamined compared to more established, and usually larger, firms. As such, they provide a unique context to study corporate governance and its development around the world. Based on a collaborative international research project, this book analyses the corporate governance of IPOs in twenty-one countries, each of which is characterized by different governance environments and different levels of IPO activity. The end result is a broad and deep assessment of governance practices and IPO activity for an array of economies that represent roughly 80 percent of the global economy. These chapters collectively provide new insights into what a global theory of corporate governance might look like and offer guidance to policy makers and academics regarding national governance configurations.

This report examines the corporate governance practices of 50 U.S. companies at the time of their initial public offerings (IPOs) and finds that pressure to update governance practices at larger companies has had a limited effect on IPO-stage companies.

In a corporations financial life going public by means of an IPO is probably the single most important decision. It turns a private company into a public one. Our book will provide an inside view of the IPO process. On the one hand, it draws on the insights of an experienced investment banker, who has gone through numerous IPO transactions. On the other hand, it relates the story of an actual IPO through the eyes of a Chief Executive Officer who has taken two of his companies public. This unique double perspective is our books defining feature. We do not discuss initial public offerings in a textbook style fashion. What we would like to bring out is a more comprehensive portrayal of a once-in-a-lifetime event for most companies and their management, alike.

Praise for International and U.S. IPO Planning "Perhaps the greatest value of Frederick Lipman's new book on initial public offerings derives as its title indicates from the emphasis that it places on planning. Lipman makes abundantly clear that an IPO is not something to be rushed into by every fledgling firm, as was typical during the dot.com boom of the late 1990s. Indeed, his extensive treatment of the many aspects of preparing a company for an IPO, particularly the non financial aspects, helps the reader to focus on the most important question of all: Is an IPO appropriate for a given company? Somewhat uniquely, Lipman then asks the further question of whether an international IPO might be appropriate for that company even if a domestic one were not. By doing so, he has made a real contribution to this literature." Kenneth C. Froewiss, Clinical Professor of Finance, NYU Stern School of Business "We are operating in a global environment in nearly every aspect of business, and structuring/planning for an IPO is no different. The recent changes in regulations for U.S.- listed companies have raised the cost of access of U.S.-listed IPO capital, making foreign exchanges much more attractive. Fred Lipman has created a wonderful guide for managers to seriously access this option for their business. I also hope his book is a wake-up call to U.S. regulators on their impact on the competitiveness of U.S. securities markets." Bob Hellman, Managing Partner & CEO, American Infrastructure MLP Funds "This book will be of immense value to the companies planning an IPO. I am particularly struck by the research done by the author, which, in my opinion, makes it an authentic guide for private companies not only in the U.S. but also in Asia, particularly India and China, where a huge opportunity awaits companies to mature into sustainable enterprises by involving a large section of society in their IPO." M.K. Chouhan, Chairman, Mahendra & Young Knowledge Foundation, and Vice Chairman of Global Advisory Board, Asian Centre for Corporate Governance "This book contains valuable suggestions for advanced planning for both U.S. and international IPOs and belongs in the library of every entrepreneur and business executive." William C. Tyson, Associate Professor, Legal Studies, The Wharton School of the University of Pennsylvania 8 crucial steps to planning a successful IPO International and U.S. IPO Planning outlines the eight step-by-step techniques all private companies must follow to prepare for a successful IPO, either in the U.S. or internationally. From advance planning techniques for both an international and U.S. IPO, to growing a business through acquisitions and "roll-ups" prior to an IPO, to deterring unwanted suitors by inserting carefully placed provisions into the charter, and so much more, International and U.S. IPO Planning provides a wealth of practical and insightful guidance to help the private company go public, regardless of its size or location.

The book is a compilation of three related essays on initial Public Offerings, liquidity, productivity growth and corporate governance. The first essay looks at the long run performance of initial public offerings (IPOs) in the United States relative to their liquidity profile. The book provides a liquidity based explanation for why certain IPOs underperform in the long run. The second essay relates corporate governance to a firm s productivity growth. Given technology and industry constraints, some firms are very efficient whereas others are not and some firms have much faster rates of innovation and productivity growth than others. The book seeks to provide an explanation by looking at the relationship between a firm s governance structures and total factor productivity. The third essay connects the first two essays. It looks at the differences in the long term performance of IPOs with strong and weak corporate governance.

Corporate Governance in IPO Firms encompasses theories and concepts analyzing, judging and describing financial decisions in entrepreneurial firms and draws on positive and normative aspects of entrepreneurship. In a positive way, this monograph describes these phenomena in aspects of governance issues in IPO firms, and why and how governance structures shape the behavior, the boundaries and the performance of these firms. In a normative way, this monograph offers concepts on how institutions and mechanisms should be designed and work to optimize a respective goal or performance associated with the IPO of an entrepreneurial firm. Corporate governance mechanisms in IPO firms differ from the traditional corporate governance issues in several ways. First, an IPO confronts the founder-manager of the firm with the trade-off between obtaining additional resources to sustain future growth and profits and maintaining total control of the company. Secondly, this constitutes a trade-off for investors between the expected returns of a risky investment and the agency costs associated with moral hazard and adverse selection effects caused by imperfect and asymmetric information. Thirdly, analyzing IPOs offers insights into how these agency costs are priced by investors at the point in time that these costs occur. Fourthly, of difference is which governance mechanisms are at work at this initial stage of a company's lifecycle. Finally, analyzing corporate governance issues in IPO's offers additional insights on the macro level and reveals country-specific differences.