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Raising capital can be daunting, but our firm is prepared to help you choose which raise is right for your company. 

An initial public offering occurs when a company is offering its securities for the first time. A direct listing could be appropriate for your offering if you are considering a small-scale resale, do not immediately require capital, and/or have a well-known brand that investors are familiar with. Under the amended Regulation “A Plus” framework, your company may be able to issue securities in a “mini-public offering”.


In preparation for an IPO, a company will investigate the appropriate market in which to offer its securities, determine whether the company meets the regulatory requirements to launch in that market, and analyze whether the IPO is expected to be successful. Once a company decides to go ahead with the IPO, a company must prepare its management team, board of directors, underwriters, and independent auditors accordingly. Our firm can support you through every step of this process, offering guidance concerning corporate governance matters, registration statement drafting, responses to SEC comments, structural reorganization, due diligence, underwriter negotiation, and assist with navigating on-going reporting and disclosure obligations.

Direct Listings

Private companies seeking to provide liquidity to shareholders are increasingly utilizing direct listings as their preferred liquidity solution. Direct listings provide ultimate flexibility to shareholders who are able to decide for themselves whether and when the participate.

Direct listings provide an alternative pathway to an Initial Public Offering (IPO). In a direct listing, the founders, employees, investors, and other shareholders are able to sell their shares directly to the public on the national securities exchange selected by the company. Only secondary sales are permitted -- meaning that the listing company is not able to raise capital for its own use concurrently with the direct listing.

There are several features of the direct listing that makes it attractive to both shareholders seeking liquidity and private companies looking to go public.

  • Market-based price discovery: In a direct listing, the opening price is determined by the market maker, based on the buy and sell orders placed by broker-dealers via the facilities of the stock exchange. The company does not have to undertake the expenses of conducting a road show nor engage an underwriter to help set the price.
  • No lock-up periods: Existing shareholders are able to cash out on the first day of trading without facing the lockup restrictions associated with IPOs. In an IPO, the lock-up period could range from 90 to 180 days. In a direct listing, there are no lock-up restrictions.
  • Exchange Shopping: NYSE. NASDAQ.OTC Markets. Each are potential venues for the direct listing and have their own listing standards, and pricing, for each of their markets.
  • Brand Visibility: Companies that pursue direct listings will likely experience enhanced media coverage and exposure due to the trailblazing nature of the transaction alone.
  • Strategic Insights: Certain companies who have already conducted 'registered' offerings under Regulation A+ or Regulation D, Rule 504, with state registration, may be eligible to conduct a direct listing immediately without having to undertake further registrations of their securities.

Reg A+

Regulation A+ is a securities exemption that allows both privately-owned and SEC reporting companies in the US and Canada to raise capital from investors with limited marketing restrictions. The Reg A+ framework presents unique challenges and competitive advantages when compared to alternative offering options. Similarly to in an IPO, Reg A+ offerings must be qualified by the SEC. This means your Form 1-A filing will be subject to SEC review and comment, and your company will be subject to ongoing reporting requirements in the case of a Tier 2 offering. Perhaps most noteworthy is that securities sold in a Reg A+ offering are freely tradable and may be immediately quoted over-the-counter or listed on exchanges.

Legal Services

We offer comprehensive solutions in the following areas:

  • Navigating the IPO process
  • Direct Listings
  • Regulation A+ Offerings
  • Support and guidance through in meeting ongoing reporting requirements

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