"Going Public" is the practice of promoting and selling shares once held by a private enterprise to the public in general for the first time ever; at other times it has also been called an IPO (Initial Public Offering).
Numerous qualified businessmen have the splendid vision of taking their private company public. The financial inducements and rewards of becoming a publicly traded company provide opportunities not available to private businesses. Yet and still, the prestige and glamour are signposts of success when a private company goes public. However, the many ways of going public and, the new financial duties of a public company, can create a daunting proposition. Taking your company public is a multifaceted method that requires many skills and business disciplines; it can also be mystifying and baffling, even for the professionally trained.
As businesses contemplate going public, the foremost reason is to raise capital. A necessary outlook of the many ways closely held private companies can go public, and the applicable securities laws, is in order. The need to weigh choices clearly is a must.
These are many of the bonuses of entering the public markets:
• The available sources of capital will increase, because you can now approach many investors. • All investors – as well as company principals – can take advantage of an exit strategy to sell their shares and regain their initial investment. • Capital formation is easier, and if investment attention about your company grows, it could sustain a secondary trading market for your stock issue. • By issuing stock options your business can attract and retain qualified management.
In the past many businesses used a procedure called a "reverse merger with a public shell" as a vehicle to go public. In the above instance, the publicly traded company is referred to as a "shell," because all that’s left of the original company is the organizational arrangement.
A reverse merger entails this situation:
In a reverse merger – also referred to as a Reverse Take Over (RTO) – the shareholders of a private business buy control of the shell company, merging it with the private company. The private company's shareholders get the greatest portion of the stock of the shell company, thereby keeping control of its board of directors.
Of course, the dangers involved with a reverse merger are countless, and possibly a review of the harmful aspects of a reverse merger with a public shell is warranted.
The following are some of the concealed dangers of a reverse merger:
Most existing businesses have a past, a history, and shareholders. The background and history can be bad, and can take many forms: sloppy paperwork and record keeping, legal liabilities, and many other surprises. Furthermore, public shells may have their share of angry or less-than-trusting investors very willing to "dump" at the first occasion, depreciating the market for the company’s stock.
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