Steven M Bragg

Running a Public Company

• Gebundenes Buch

Produktbeschreibung

Running a Public Company describe the concepts behind each securities law, and builds a compliance structure for it that itemizes specific policies, procedures, controls, forms and reports. Laws and regulations covered will include securities registration, mergers and acquisitions, initial public offerings, state blue sky laws, proxy statements, tender offers, insider reporting, and fair disclosure.

Produktdetails

• Verlag: John Wiley & Sons / Wiley
• Seitenzahl: 336
• Erscheinungstermin: 1. September 2009
• Englisch
• Abmessung: 235mm x 157mm x 23mm
• Gewicht: 640g
• ISBN-13: 9780470446362
• ISBN-10: 0470446366
• Artikelnr.: 27546801

Autorenporträt

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).

Inhaltsangabe

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.