Underwriting Arrangements – Can a company go public without an underwriter? – (36)

member regulation, enforcement, and arbitration functions of the NYSE. FINRA determines whether the terms of the “underwriting compensation” and arrangements relating to “public offerings” are “unfair and unreasonable.”
Underwriters’ counsel will submit the underwriting agreement, the registration statement, and other offering documents for review to FINRA. FINRA reviews the terms of the offering and the underwriting arrangements to determine whether they are “fair and reasonable.” FINRA will focus on the compensation to be paid to the underwriters, which could also include certain items of value received in the six months before the IPO. An IPO cannot proceed until the underwriting arrangement terms have been approved by FINRA.
Can a company go public without an underwriter?
There are two ways a company can go public without an underwriter: (i) through a Form 10 filing and (ii) byself-underwriting.
A registration statement on Form 10 registers a company’s stock pursuant to Section 12(b) or (g) of the
Exchange Act, so that the company can become a reporting company under the Exchange Act. It requires many of the same disclosures as would be required in an IPO under the Securities Act that typically uses a registration statement Form S-1, including risk factors, financial information and statements and descriptions of the company’s business and its management.
Technology and the Internet have made self- underwriting a more feasible prospect for even small companies. Through the Internet, companies can reach a wider audience of investors without an underwriter. Some companies have even conducted auction IPOs, in which the company solicits bids through a website.

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