Running A Public Company: From Ipo To Sec Reporting

Praise for Running a Public Company: From IPO to SEC Reporting
"Steve Bragg's book is an essential read for anyone contemplating a public offering or taking on leadership responsibility in a public company. Not only does he explain the complicated aspects of registration and reporting, he provides practical examples of policies, procedures, and controls to keep a public company on the right track. This book is easy to follow and will continue to be a resource for the reader."—Tom Wilkinson , PMB Helin Donovan, LLP
"I will recommend Running a Public Company: From IPO to SEC Reporting to my clients and consulting colleagues as an excellent resource. The book provides helpful guidance about the decision to go public, and about managing the requirements once a company is public. Steve Bragg's extensive knowledge stems from actual business experience, and his writing style makes a complex topic easier to follow and understand."—Valerie G. Walling, CPA, CMC, Management and Internal Controls Consultant
"I highly recommend Steve's new book, Running a Public Company: From IPO to SEC Reporting, because it's a reference manual and insider's guide that contains a treasure trove of valuable insights certain to help managers, accountants, and attorneys navigate through the countless challenges that arise when taking (and keeping) a company public."—Matthew Posta, Esq., CPA, Vice President of Finance, Key Air, LLC
"Mr. Bragg has done an excellent job of demystifying what is required to run your company and sell your stock in the public markets. I consider this a must-read for anyone considering a public offering or working with a public company."—Wray Rives, CPA
"Running a Public Company: From IPO to SEC Reporting is an incredibly exhaustive guide to going public, spanning the process from first deciding to take the leap to filing with the SEC and everything in between—so comprehensive that it even includes the SEC's account number for paying filing fees! This is yet another Steven Bragg title for professionals that takes a complicated and oftentimes confusing process and breaks it down into simple, easy-to-follow steps. Should our company ever decide to make that jump, it is reassuring to know that Running a Public Company has laid out the path before us in perfect detail. Whether used as a reference or a guide, Mr. Bragg makes the process simple, clear, and amazingly straightforward."—Adrienne Gonzalez, Project Coordinator, Roger CPA Review, Chief Information Officer, JrDeputyAccountant.com
"The first A to Z guide that I have seen. An excellent reference for management and investors alike."—Brian A. Lebrecht, Esq., President, The Lebrecht Group, APLC

Steven M. Bragg, CPA, has been the chief financial officer or controller of four companies, as well as a consulting manager at Ernst & Young and an auditor at Deloitte & Touche. He received a master's degree in finance from Bentley College, an MBA from Babson College, and a bachelor's degree in economics from the University of Maine. He has been the two-time president of the Colorado Mountain Club, is an avid alpine skier and mountain biker, and is a certified master diver. Mr. Bragg resides in Centennial, Colorado. He is also the author of Accounting Best Practices and Accounting Policies and Procedures Manual, Fifth Edition (both published by Wiley).

About the Author.
Preface.
PART I HOW TO GO PUBLIC.
CHAPTER 1 The Initial Public Offering.
Introduction.
Reasons to Go Public.
Reasons Not to Go Public.
The Cost of an IPO.
Preparing for the IPO.
Finding an Underwriter.
Registering for and Completing the IPO.
Summary.
CHAPTER 2 Acquiring a Public Shell Company.
Introduction.
Pros and Cons of Acquiring a Public Shell Company.
The Mechanics of a Shell Company.
Summary.
CHAPTER 3 Listing on a Stock Exchange.
Introduction.
The Listing Process.
The American Stock Exchange.
The NASDAQ.
Overview.
The NASDAQ Capital Market.
The NASDAQ Global Market.
The New York Stock Exchange.
Comparing the Stock Exchanges.
Summary.
PART II DEALING WITH INVESTORS.
CHAPTER 4 Investor Relations Overview.
Introduction.
Investor Relations Objectives and Goals.
Investor Relations Tools.
The Fact Sheet.
The Press Release.
The Annual Report.
The Annual Meeting.
The Company Web Site.
The Road Show.
The Conference Call.
Float Management.
Summary.
CHAPTER 5 The Investment Community.
Introduction.
The Analyst’s Perspective.
Finding the Right Analyst.
The Sell Side.
Analysts.
Brokers.
Investment Bankers.
Investor Relations Specialists.
The Buy Side.
Types of Investors.
Institutional Investors.
Individual Investors.
Investment Clubs.
Foreign Investors.
Presentations to Investors.
Summary.
CHAPTER 6 Regulation FD (Fair Disclosure).
Introduction.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 7 Stock Repurchases.
Introduction.
Impact on Earnings per Share.
Legal Ramifications.
SEC Reporting.
Adequate Disclosure and Repurchase Instructions.
Impact of Repurchases on Rule 13e-3.
Summary.
PART III DEALING WITH THE SECURITIES AND EXCHANGE COMMISSION.
CHAPTER 8 Registration Statements.
Introduction.
Form S-1.
Form S-3.
Form S-8.
The Shelf Registration.
Declaring a Registration Statement Effective.
Controls.
Summary.
CHAPTER 9 Regulation D (Sale of Unregistered Securities).
Introduction.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 10 Rule 144 (Registration Exemption for Resale of Securities).
Introduction.
Procedures.
Controls.
Summary.
CHAPTER 11 Rule 10b5-1 (Stock Trading Plans).
Introduction.
Policies.
Summary.
CHAPTER 12 Regulation A (Small Issue Exemption).
Introduction.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 13 Fedwire Payments.
Introduction.
Summary.
CHAPTER 14 Form 8-K.
Introduction.
Controls.
Summary.
CHAPTER 15 Insider Securities Ownership and Trading.
Introduction.
SEC Filing Codes.
Short-Swing Profits.
Short Sales by Insiders.
Policies.
Controls.
Summary.
CHAPTER 16 Proxy Solicitations.
Introduction.
Online Proxy Voting.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 17 Regulation M-A (Mergers and Acquisitions).
Introduction.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 18 Private Securities Litigation Reform Act (Forward-Looking Statements).
Introduction.
The Private Securities Litigation Reform Act.
Forward-Looking Statements.
Policies.
Procedures.
Controls.
Summary.
CHAPTER 19 Sarbanes-Oxley Act.
Introduction.
The Public Company Accounting Oversight Board.
Auditor Independence.
Corporate Responsibility.
Enhanced Financial Disclosures.
Analyst Conflicts of Interest.
Other Significant Parts of the Act.
Summary.
Part IV SPECIAL ACCOUNTING STANDARDS FOR A PUBLIC COMPANY.
CHAPTER 20 Interim Reporting.
Introduction.
Example of Interim Reporting of Various Expenses.
Second Example of Interim Reporting of Various Expenses.
Policies.
Procedures.
Controls.
Disclosures.
Summary.
CHAPTER 21 Segment Reporting.
Introduction.
Policies.
Procedures.
Controls.
Disclosures.
Summary.
CHAPTER 22 Earnings per Share.
Introduction.
The Simple Capital Structure.
Example of EPS Computation—Simple Capital Structure.
Preferred Stock Dividends Payable in Common Shares.
The Complex Capital Structure.
Example of the Impact of Contingent Stock Issuances on Earnings per Share.
Examples of EPS Computation—Complex Capital Structure.
Participating Securities and the Two-Class Method.
Example—Participating Convertible Preferred Stock.
Example—Participating Convertible Debt Instrument.
Example—Participating Warrants.
The Effect of Contracts That May Be Settled in Stock or Cash on DEPS.
Inclusions/Exclusions from Computation of DEPS.
The Effect of Contingently Convertible Instruments on DEPS.
Example—Contingently Convertible Debt with a Market Price Trigger.
Effect on EPS of Redemption or Induced Conversion of Preferred Stock.
Earnings per Share Implications of Share-Based Employee Compensation.
Presentation of Earnings per Share.
Controls.
Summary.
CHAPTER 23 Staff Accounting Bulletins.
Introduction.
Selected Staff Accounting Bulletins.
Summary.
CHAPTER 24 Regulation G (Non-GAAP Information).
Introduction.
Policies.
Procedures.
Controls.
Reporting Examples.
Summary.
Part V CLOSING THE BOOKS OF A PUBLIC COMPANY.
CHAPTER 25 Constructing and Filing the Quarterly 10-Q and Annual 10-K Reports.
Introduction.
Constructing the SEC Filing.
Quarterly Auditor Reviews and Audits.
Quarterly Legal Review.
Officer Certification.
Audit Committee Approval.
EDGARizing.
Summary.
CHAPTER 26 Controls for Financial Reporting.
Introduction.
Controls for Financial Reporting.
Summary.
Part VI GOING PRIVATE.
CHAPTER 27 How to Take a Company Private.
Introduction.
The Going Private Transaction.
Rule 13e-3.
Filling Out Schedule 13E-3.
Form 15 304.
The 300 Shareholder Limit.
Summary.
Appendix A Board Questionnaire.
Index.