Guia Ipo Nyse

NEW YORK STOCK EXCHANGE

IPO Guide

Legal

Accounting

Investment bank/depositary receipts

Transfer agent

Investor relations

Proxy solicitor

Insurance broker/risk advisor

Financial printer

Web-based communication tools

Publisher Timothy Dempsey Consulting publisher Brian Curran, NYSE Euronext Editor Carolyn Boyle Consulting editors Nicolas Grabar and Sandra L Flow,Cleary Gottlieb Steen & Hamilton LLP Production Richard Proctor The NYSE IPO Guide is published by Caxton Business & Legal, Inc 27 N Wacker Drive, Suite 601 Chicago, IL 60606 United States Tel +1 312 361 0821 Fax +1 312 278 0821 www.caxtoninc.com Printed by Bowne & Co, Inc ISBN 978-1-905783-45-8 The NYSE IPO Guide © 2010 Caxton Business & Legal, Inc Copyright in individual chapters rests with theco-publishers. No photocopying: copyright licenses do not apply. DISCLAIMER This guide is written as a general guide only. It should not be relied upon as a substitute for specific legal or financial advice. Professional advice should always be sought before taking any action based on the information provided. Every effort has been made to ensure that the information in this guide is correct at thetime of publication. The views expressed in this guide are those of the authors. The publishers and authors stress that this publication does not purport to provide investment advice; nor do they accept responsibility for any errors or omissions contained herein. The NYSE IPO Guide contains summary information about legal and regulatory aspects of the IPO process and is current as of the date ofits initial publication (June 14, 2010). Although the NYSE IPO Guide may be revised and updated at some time in the future, the NYSE does not have a duty to update the information contained in the NYSE IPO Guide, and the NYSE will not be liable for any failure to update such information. The NYSE makes no representation as to the completeness or accuracy of any information contained in the NYSEIPO Guide. It is your responsibility to verify any information contained in the NYSE IPO Guide before relying upon it.

The NYSE IPO Guide

NYSE IPO Guide

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Preface Duncan Niederauer Chief Executive Officer, NYSE Euronext Introduction: Advantages of NYSE listing NYSE Euronext 1. Why go public? 1.1 Advantages of conducting an IPO J.P. Morgan 1.2 Potential issues J.P. Morgan

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3.2SEC registration Cleary Gottlieb Steen & Hamilton LLP 3.3 The prospectus Cleary Gottlieb Steen & Hamilton LLP 3.4 Underwriting, marketing and sale J.P. Morgan 4. Communications 4.1 Investors, analysts and employees (a) Communications with the market FD (b) Research analysts Cleary Gottlieb Steen & Hamilton LLP (c) Employee communications FD 4.2 The proxy statement and the annual meeting GeorgesonInc 4.3 Communication mechanics (a) Investor relations tools Thomson Reuters (b) Other communication mechanics Computershare Limited 4.4 Share ownership mechanics Computershare Limited

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(a) Ownership reporting by shareholders Cleary Gottlieb Steen & Hamilton LLP (b) Reporting by insiders Bowne & Co, Inc

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(c) Related party transactions Cleary Gottlieb Steen& Hamilton LLP 6. Managing risk 6.1 Litigation (a) Legal standards Cleary Gottlieb Steen & Hamilton LLP (b) Class actions and derivative lawsuits Marsh Inc 6.2 Indemnification Marsh Inc 6.3 D&O liability insurance Marsh Inc 6.4 Personal risk management Marsh Inc

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1.3 Going public without an offering 10 J.P. Morgan 1.4 Foreign private issuers J.P. Morgan 2.Preparing to go public 2.1 Choosing advisors (a) Retention of advisors/service providers J.P. Morgan (b) Identifying investor relations services provider Thomson Reuters 2.2 Building financial reporting infrastructure KPMG LLP 2.3 Preparing a communications strategy FD 2.4 Designing the capital structure (a) American depositary receipts J.P. Morgan (b) Anti-takeover defenses and other governance...