March 02, 2021

Direct Listings: A Challenge to Traditional IPOs?


Practising Law Institute


Direct listings are an alternative to the traditional IPO process and, lately, they have generated much attention. A U.S. or foreign-domiciled company may choose to register a class of its securities under the Securities Exchange Act of 1934 and list its stock on a national securities exchange without undertaking an offering of its securities at the same time in order to provide liquidity for existing stockholders. Several companies have undertaken successful direct listings. Recently, the U.S. SEC approved amendments to the NYSE rules allowing a direct listing with a primary offering component, subject to compliance with certain conditions.  Nasdaq is seeking to amend its rules to allow for a similar process, as well.

During this briefing, Mayer Brown LLP partner Brian D. Hirshberg, Jennie Dong of the NYSE, and Greg McDowell of ICR Strategic Communications & Advisory will cover:

  • Overview of direct listings; 
  • Documentation requirements for a direct listing; 
  • Current exchange requirements; 
  • The role of the financial adviser and the DMM; 
  • The amendments to the NYSE rules and the direct listing with primary offering; 
  • Concerns raised by commenters in connection with the amendments; 
  • Tracing requirements and securities liability considerations; 
  • Comparison to a traditional IPO; and
  • Comparison to a merger with a SPAC.

Additional Speakers:

  • Jennie Dong, Head of SPACs, NYSE
  • Greg McDowell, Managing Director, ICR Strategic Communications & Advisory

For more information, please visit the event website.

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