IPO in the US – A Reality
October 6, 2014
IPO in the US – A reality
Preparing Your US IPO
• Identify Threshold Issues
• Review Corporate Governance
• Plan for Life as a US Public Company
• Prepare for In-Depth Due Diligence
• Prepare Documentation
Annexes
2
Preparing Your US IPO
• Why now?
 Four German companies have IPO’ed in the US
in the last 12 months
Company
Date of US listing
Exchange
Size of Offer
Lead Underwriters
Affimed Theraputics
B.V. (headquartered in
Germany)
y)
September 2014
Nasdaq
≈ US$60 million
Jefferies, Leerink
Partners, BMO Capital
Markets
Innocoll AG
July 2014
Nasdaq
US$58.5 million
Piper Jaffray, Stifel
Nicolas
Orion Engineered
Carbons S.A.
July 2014
NYSE
US$351 million
Goldman Sachs,
Morgan Stanley, UBS
Voxeljet AG
October 2013
NYSE
US$84.5 million
Citigroup, Piper Jaffray
3
Preparing Your US IPO
• The key steps
 Identify threshold issues
 Review corporate governance
 Plan for life as a US public company
 Prepare for in-depth due diligence
pp
the working
gg
group
p
 Appoint
 Prepare documentation
4
Identify Threshold Issues – Consider listing and
regulatory matters
• Which stock exchange is best – NYSE or NASDAQ?
 Listing criteria
 Cost
 Ticker symbol reservation
• Will you list shares or ADRs?
 Listed German companies have virtually all opted
for ADRs in the US
 Selection of depositary bank
5
Identify Threshold Issues – Listing & Registration:
FPI and EGC
• Ensure that you keep your status as a Foreign Private
g g Growth Company
p y ((EGC)) –
Issuer ((FPI)) and an Emerging
see annex for definitions
 FPI and EGC status give concessions that make initial
SEC registration and ongoing reporting easier
6
Identify
y Threshold Issues – Listing
g & Registration:
g
Why is FPI status good?
• FPI Concessions
 Can use IFRS (must be IASB IFRS)
 No required quarterly reporting
 Current reporting as in home country
 Not subject to US proxy disclosure rules
j
to reporting
p
g of certain trading
g by
y
 Not subject
insiders and other related restrictions
 Less extensive executive compensation
disclosure
7
Identify
y Threshold Issues – Listing
g & Registration:
g
Why is EGC status good?
• EGC Concessions
 Confidential SEC review
 “Test-the-Water” discussions with potential investors
pre-launch
 Shortened historic financial statement requirements
 Auditors do not report on internal controls post-IPO
 Can combine FPI disclosure accommodations with
EGC accommodations
8
Identify Threshold Issues – Financial statements
• Confirm accounting principles
 IFRS as adopted by IASB vs. US GAAP
• 2 years vs 3 years of audited financial statements
 Audits must be US GAAS/PCAOB compliant
• Identify financial and non-financial KPIs (key
performance indicators)
Non GAAP Measures”
Measures which are
• Identify any “Non-GAAP
subject to specific reporting rules in the US
9
Identify Threshold Issues – Formulate a
communications plan
• Ad
Adoptt publicity
bli it guidelines
id li
 Internal: limit internal knowledge of the US IPO
project to essential personnel and stress
confidentiality – use code names
 External: observe restrictions on publicity and
communications imposed by regulations and for
publicity
y
liabilityy concerns as advised in the p
guidelines
• Revisit internal IR function, consider external
financial PR firm, review website contents
10
Identify
y Threshold Issues – Address corporate
p
housekeeping matters
• Harmonize share capital
g rounds
 VC financing
 Options and other equity incentive instruments
• 1940 IInvestment
t
t Company
C
A t considerations
Act
id ti
• “Passive Foreign Investment Company” (“PFIC”)
considerations
id ti
11
Identify
y Threshold Issues – Other issues that
need to be considered
• Identify selling shareholders, define process with them
 Significant shareholders may need to file separate
di l
disclosures
with
ith the
th SEC
• Review existing executive or employee share incentive
plans
• Extend D&O insurance to cover US liability risks
• Consider US litigation environment
 The threat of litigation is real and must be taken very
seriously
 The IPO process requires time and effort to mitigate
risk of liability
12
Review Corporate Governance – Adjust to US
business practices
• Corporate governance system
 German Aktiengesellschaft: Two-tier system
(V t d/A f i ht t)
(Vorstand/Aufsichtsrat)
 US corporations: One-tier system (board of
directors CEO)
directors,
• Consider move to one-tier system
 Change
Ch
off llegall fform tto SE ((monistic)
i ti ) with
ith one
board (administrative board) and CEO
 Use of non
non-German
German legal forms (e
(e.g.,
g Dutch or
Luxembourg NV)
13
Review Corporate
p
Governance –
What SEC/Exchange requirements apply?
• Audit committees requirements are mandatory
 Members must meet independence requirements
 One member to be identified as financial expert or
explain why there is none
 Responsible for external auditor relationship,
accounting, internal controls or auditing
complaints procedures
• Other governance requirements FPIs can follow
home country practice (comply or explain nonnon
compliance)
14
Review Corporate Governance – Other issues
• Review and amend policies to meet US standards
and comply with applicable German labor, privacy
and
d other
th llaws:
 Code of Ethics
 Insider dealing policy
 Disclosure/Communications policy
 Executive/Directors compensation policy
15
Plan for Life as a US Public Company
p y–
Issues to consider going forward
• US companies do quarterly reporting but FPIs can do
semi-annual reporting only
• SEC may review FPI concessions in the future,
particularly for FPIs with US listings only
• Financial and public reporting – ensure best
practices to coordinate press releases in the US and
Germany, avoid selective disclosure and similar
issues
16
Plan for Life as a US Public Company –
Evaluate required financial controls
• Annual management assessment of “internal control
over financial reporting”
 Requirement starts with the second annual report to
the SEC after your IPO
 Underwriters seek reps and warranties on internal
financial control environment
• Internal
I t
l control
t l environment
i
t assessed
d by
b managementt
and auditors
 Identify and correct any deficiencies or weaknesses
17
Plan for Life as a US Public Company
p y–
Implement required disclosure procedures
• Annual evaluation of “disclosure controls and
procedures”
 Ensure
E
that
th t SEC-required
SEC
i d information
i f
ti is
i id
identified
tifi d
and communicated internally for timely and accurate
disclosure
 Covers disclosure of financial and non-financial
matters
 Underwriters will seek representations and
q
disclosure controls and
warranties that adequate
procedures are in place
18
Plan for Life as a US Public Company –
Adopt required anti-corruption measures
• Subject to accounting and anti-bribery provisions of the
FCPA
• Must set up internal accounting controls designed to
eliminate the ability to conceal unlawful payments
 Anti-bribery provisions prohibit the bribery of non-US
officials
• Underwriters
U d
it
will
ill seek
k reps and
d warranties
ti th
thatt adequate
d
t
controls and procedures are in place to prevent FCPA
violations
19
Prepare for In-Depth
In Depth Due Diligence
• Due diligence will dig deep
• Identification of gating issues
 Material contracts
– Required to be disclosed AND FILED – identify
confidentiality issues
issues, sensitive information for
redaction, translation issues
 Required approvals or consents
 Others (IP, litigation, pending developments, Iran
disclosure,, conflict minerals etc))
20
Prepare
p
Documentation – Agreements
g
with the
banks
• Engagement letter and underwriting agreement with
the banks
 Commissions and expenses (higher in US deals)
• Lock-ups from issuer,
issuer management,
management selling
shareholders, existing shareholders
• Green shoe share arrangements
21
Prepare Documentation – Disclosure documents
• Registration
g
statement filed with SEC includes
 Prospectus
– Content similar to EU Prospectus Directive
requirements
– SEC h
has “Pl
“Plain
i E
English”
li h” rules
l th
thatt require
i
significant effort in drafting
 Exhibits
E hibit
− Underwriting agreement
• Very limited advertising in comparison to EU practices
22
Prepare Documentation – Ancillary
documents
• Legal opinion letters
 US “10b-5” negative assurance disclosure letters
• Auditors “SAS
“S S 72” comfort
f letters
p for key
y figures/statements
g
((start early)
y)
 Back-up
 “Circle-up” with “ticks” tied to supporting back-up data
• Agreements with registrar and ADR depositary
• Listing agreement with NYSE/NASDAQ
23
Conclusion
• A US IPO is a time-consuming and transformative
process for a company, and should not be undertaken
lightly
• For the right companies, a US listing can have significant
upsides introducing the company to a whole new
upsides,
category of investors
24
Annexes
• Annex A: Definitions of FPI/EGC
• Annex B: Timetable for an IPO
• Annex C: Ongoing SEC Reporting Requirements
After an IPO
• Annex D: American Depositary Receipts
• Annex E: The US IPO Process
• Annex F: Marketing and Underwriting
• Annex G: IPO Workstreams
25
Annex A
What is an FPI?
• Foreign private issuer (FPI): organized outside US
 FPI if less than 50% of voting securities directly or
indirectly owned by US residents
 If more than 50% owned by US residents, then
FPI only if
– majority of executive officers or directors are
nott US citizens
iti
or residents
id t
– less than 50% of assets located in the US and
– business
b i
nott principally
i i ll administered
d i i t d iin th
the US
26
FPI test explained
• This means:
 A company incorporated outside the US is an
“FPI” if more than 50% of its voting securities are
h ld b
held
by non-US
US residents
id t - without
ith t considering
id i
the three further tests
 If more than 50% of its shares held by US
residents, it still is an FPI if it meets all three
further tests
27
Determining FPI status
• FPI status:
 Determined initially within 30 days of initial filing of
IPO registration statement with the SEC
 Status
St t then
th assessed
d once a year on last
l t business
b i
day of second financial quarter
– If FPI status
stat s lost,
lost then m
must
st comply
compl with
ith
requirements for US domestic issuer beginning
on the first day of next financial year
– This means annual report for year in which FPI
prepared
p
under rules for US
status is lost is p
domestic issuers
28
What is an EGC?
• EGCs: total annual gross revenues of less than $1
billion in last financial year
• Lose EGC status when
 annual gross revenues reach $1 billion
 more than $1 billion in non-convertible debt issued
during previous three-years
three years
 public float exceeds $700 million (12 months after
IPO))
or
p
at latest
 5 yyears post-IPO
29
Annex B
Timetable for an IPO
Select
Managing
Prepare Underwriter
Financial and Rest of
Team
Statements
Prepare
Registration
Statement
Decision to
Become
Public
Pre-Registration
Phase
Ph
T0
Prepare
to List on an
Exchange
Registration
Statement Declared
Complete
Effective by SEC
IPO
File
Begin
Registration Marketing
Statement
IPO
Price
with SEC Roadshow
IPO
Registration under 1933 Act
1-3 months
Compliance with 1934 Act
2-4 months
T+30
1 week
30
File Yearly
and Other
Required
Reports
Sample Timeline (no confidential review)
Dates
Description of Events
Kickoff Call
Discuss timing and marketing mechanisms
Perform due diligence
Draft F-1
Continue due diligence
Continue drafting F-1
Draft underwriting agreement
Draft comfort letters
Draft legal opinion
Draft stock exchange application
S l t co-managers/syndicate
Select
/
di t
Obtain board approval
Finalize due diligence
Continue drafting underwriting agreement
Continue drafting comfort letters
Continue drafting legal opinion
File F-1 with SEC
File with FINRA
Prepare free-writing prospectus
Prepare road show materials
Finalize underwriting agreement
Finalize comfort letters
Finalize legal opinions
Co-manager due diligence
Obtain lock-ups
Receive and p
prepare
p
to respond
p
to SEC comments
Respond to SEC comments and file Amendment No. 1
File Amendment No. 1 with FINRA and respond to FINRA comments, if any
Finalize free writing prospectus
Finalize road show materials
Receive SEC comments on Amendment No. 1
Finalize valuation, determine price range
Respond to SEC comments and file Amendment No. 2
Print Red Herrings
Weeks 1 & 2
Week 3
Week 6
Weeks 6-8
Week 9
Week 10
Week 12
Week 13
Week 14
Week 17
CC = company’s counsel
UW = underwriter
UC = underwriter’s counsel
Responsibility
CC, UC
CC
C, CC, UW, UC
CC, UC
C, CC, UW, UC
UC
UC
UC
CC
C UW
C,
C, CC
CC, UC
CC, UC
UC, A
CC, UC
C, CC, UW, UC
UC
C, CC, UW, UC
C, CC, UW, UC
CC, UC
UC, A
CC, UC
UW
C, CC
All
All
UC
C, CC, UW, UC
C, CC, UW, UC
All
C, UW
All
Commence roadshow
Sales force meetings
Send FWP to accounts electronically (with link to 10(a) prospectus)
File FWP with SEC
Receive SEC comments on Amendment No. 2
Respond to SEC comments and file Amendment No. 3
Continue roadshow
Clear SEC
Clear FINRA
Clear stock exchange
Declare F-1 “effective”
Bring down due diligence
Pricing
Sign underwriting agreement
Deliver comfort letters
File 424 prospectus with SEC
Bring-down due diligence call
Close and settle IPO
Week 15
Week 16
C = company
All
C, CC, UW, UC
UW
UW
CC
All
All
C,, CC,, UW,, UC
All
UC
CC
All
All
C, UW
C, UW
A
CC
All
All
A = accountants
FWP = free writing prospectus
31
Ongoing SEC Reporting Requirements After an IPO
Annex C
• Following a public offering of securities under the Securities Act or a listing on a US exchange, an FPI
will be obligated to file with the SEC annual reports on Form 20-F and submit interim reports on Form
6-K.
• Annual Reports on Form 20-F

FPIs must electronically file an annual report on Form 20-F - the annual report must be filed within four months after
the end of the financial year.

Form 20
20-F
F requires an annual discussion and update of many items originally contained in the issuer’s
issuer s registration
statement on Form F-1, including (a) any material modifications of the rights of its security holders and (b) any
material default with respect to its indebtedness.
• Form 6-K
•

An FPI must promptly furnish to the SEC material information made public in its home country (or elsewhere).
A Form 6-K report consists of a cover page, a signature page and a copy of certain reports or documents that are:
required to be made public in its home country; filed with and made public by any foreign securities exchange; or
distributed to security holders.

Whether or not required by this rule regarding home country reporting, the company should be careful to promptly
report on Form 6-K extraordinary events, such as material changes in the business, material acquisitions or
dispositions or any change to or waiver from the code of ethics obligations of senior officers.

FPIs are not subject to precise deadlines by which Form 6-Ks must be filed; rather they must “promptly” furnish
i f
information
ti th
thatt h
has already
l d b
been made
d public.
bli
• Required Disclosure about Non-GAAP Financial Measures

Regulation G requires certain disclosure relating to non-GAAP financial measures that
constitutes a p
potential exception
p
to Form 6-K’s g
general acceptance
p
of home country
y interim reporting.
p
g
32
American Depositary
p
y Receipts
p
Annex D
• ADRs are a security that represents an underlying ordinary or common
share of a non-US
non US company that trades in US financial markets
markets.
• Individual shares represented by an ADR are called American
Depositary Shares (ADSs).
• This structure enables US investors to buy securities of a non-US
non US
company without the accompanying risk or inconvenience of crossborder or cross-currency transactions.
• The ADRs are iss
issued
ed b
by a depositar
depositary bank under
nder a depositar
depositary
agreement.
33
The US IPO Process – Background
g
of US
Securities Laws and the SEC
Annex E
• The offer and sale of securities in the United
States requires either that the securities be
registered
i t d with
ith th
the US S
Securities
iti and
dE
Exchange
h
Commission or an exemption from registration be
available.
available
• Organization of the SEC
 Division of Corporation Finance
 Branches
 Legal and Accounting Staff
34
The US IPO Process (continued) – The Registration
Statement
• A registration
i t ti statement
t t
t mustt be
b filed,
fil d reviewed,
i
d
cleared and declared effective by the SEC to allow the
use of a p
prospectus
p
and to effect the IPO.
• The registration statement is the main document in the
registration process and includes the prospectus that
will
ill b
be used
d tto sellll th
the securities
iti and
d many exhibits.
hibit
• Ordinary or common shares of a non-US company are
registered on Form F-1
F-1. American Depositary Receipts
(ADRs) are registered on Form F-6.
35
The US IPO Process (continued) – The Registration
Statement
•
Registration Process for FPIs:
 In general, the registration requirements for FPIs are mainly the same as for US issuers. The
SEC has provided accommodations to FPIs in connection with the registration process:
− the disclosures that must be contained in public offering documents are somewhat less
stringent than those applicable to US issuers;
− the ability to use home country generally accepted accounting principles (“GAAP”), with a
reconciliation
ili ti to
t US GAAP rather
th th
than ffullll US GAAP reporting,
ti
or IInternational
t
ti
l Fi
Financial
i l
Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board
(“IASB”), without a US GAAP reconciliation;
− a later filing date for annual reports than for US domestic issuers (subject to certain
exceptions);
i
)
− no required quarterly reporting, and less detailed periodic reports (Form 6-K) than for US
domestic issuers, based principally upon home country disclosure;
− an exemption from the US proxy requirements, including executive compensation
disclosure;
− an exemption from certain US insider trading reporting requirements and rules; and
− rules making it easier to de-register and terminate SEC reporting requirements if a FPI
wants
t to
t exitit the
th US public
bli markets.
k t

In addition, the NYSE and NASDAQ have provided FPIs alternative listing criteria and
exceptions from many of the exchange’s corporate governance requirements.
36
The US IPO Process (continued) – The Registration
Statement
• The SEC requires English translation of exhibits
exhibits, particularly material contracts
contracts.
• Confidentiality concerns
 EGCs can file draft registration statements confidentially
 SEC no longer allows confidential filings for FPIs who are not EGCs, except under
limited circumstances
 Confidential Treatment Requests for exhibits
 Third-party consent may be needed for disclosure of material contracts
• A preliminary prospectus (or “red herring”) is used to market the securities, with a price
range, and a final prospectus is used in effect to confirm sales with investors.
• As a result, much time is spent on these documents because they are the basis of the
marketing of the company and form the basis of legal liability.
• Legal liability in the US arises mainly from the US Securities Act of 1933 and state
securities laws which provide civil and criminal penalties for material misstatements
and omissions in the registration statement, prospectus and oral statements made in
connection with the marketing of the IPO.
37
The US IPO Process (continued) – The Registration
Process
SEC Review
• The SEC reviews almost all IPO registration statements as a
policy matter.
• The review process takes the form of SEC comment letters and
company responses and amendments to the registration
statement that are filed with the SEC.
• The first comment letter is generally sent by the SEC 30 days
after the registration statement is filed.
• It contains
t i mainly
i l comments
t regarding
di di
disclosure
l
and
d
accounting matters – sometimes up to 100 comments – based
on the form and content requirements of a registration
statement and exhibits.
38
The US IPO Process (continued) – The Registration
Process
SEC Review (continued)
• The cycle time of comment letters and responses generally speeds up
up, with 30
days to receive the first comments, 1-3 weeks to respond based on the nature
of the comments and shorter cycle times after that.
• The comment p
process can take 2-4 months as a g
general matter,, with variations
in time based on the difficulty of resolving some comments.
• The goal is to receive clearance to go to market by the SEC as soon as
possible.
• The registration statement process is managed so the SEC declares it effective
immediately prior to pricing.
FINRA Review
• An underwritten public offering will also be subject to the review and approval of
the Financial Industry Regulatory Authority (“FINRA”). FINRA is a selfregulatory organization that, among other things, governs the underwriting
activities of US underwriters. The FINRA review basically is limited to its review
of the compensation arrangements between the issuer and the underwriters, in
order to determine that the compensation payable to the underwriters is fair and
not excessive,
excessive and to determine whether certain relationships between the
issuer and the underwriters are present.
39
Marketing and Underwriting
Annex F
• Market Condition Evaluation
 Evaluation of current and expected market conditions
 Periodic update calls with the ECM Desk of lead underwriters
• The Equity
q y Story
y
 Prospectus Summary and roadshow slides are the focal points
 Different constituencies and investor viewpoints factored in
 Work with equity research analysts
 Consider any pre-marketing feedback
• Valuation, Modeling and Pricing
 Valuation and work on the company model (forecast) form the basis of the
number and percent of shares sold and the pricing strategy
 The preliminary prospectus will contain an expected price range, which will be
fil d iin an amendment
filed
d
t
 Pricing strategy is a key aspect of execution and sets the basis for secondary
market activity level and pricing
40
Marketing and Underwriting
• Investor Base Strategy
 US, Europe,
p other
 Institutional, retail
 Types of investors
 Anchor
A h iinvestors
t
• Roadshow
 2-3 weeks of meetings
g in different cities
 Often different teams created, especially for simultaneous schedules in
the US and Europe
 Meetings and investor “soft circling” leads to the creation of the “book”
of orders and ultimately pricing
• Investor communications generally limited to contents of prospectus and
roadshow
d h
slides,
lid
exceptt ffor th
the use off selected
l t d ffree writing
iti prospectuses
t
41
Marketing and Underwriting
• Pricing, closing and listing
 Prior to pricing, registration statement declared effective by the SEC
 Pricing
 Listing
 Post-closing
Post closing trading
• Underwriting
 Underwriting agreement is entered into by the company and all
underwriters on the day of pricing, rather than the launch of marketing
 Underwriting agreement contains representations, covenants and an
indemnification of the underwriters byy the company
p y
 Key structural pieces: fees to banks, greenshoe or over-allotment option
(usually 15%), selling shareholders, employee tranche and friends and
family plan, among others. German law must be considered for any friends
and family plan or employee tranche.
 Lead underwriters coordinate with others chosen by the company
42
Annex G
IPO Workstreams
• Overview
 The formal beginning of work on the overall IPO process by the entire working
group begins at an initial organization (or “kick-off”)
kick off ) meeting,
meeting with the creation of
an IPO timetable and allocating responsibilities among members of the working
group.
 Different workstreams should be created, managed and also coordinated.
 Weekly coordination calls can be effective.
 What is critical is that workstreams are anticipated and managed to make the
process coordinated and efficient, but also to allow the company to continue to
run its business
business.
• Corporate
 Board and management coordination
 Corporate housekeeping, governance and post-IPO compliance matters
 Board deliberations and resolutions
 Selling stockholder coordination (secondary shares)
• Legal
 Due diligence sessions
 Prospectus drafting sessions with working group
 Coordination of listing and depositary arrangements
 Confidential Treatment Requests
43
IPO Workstreams ((continued))
• Accounting
 Preparation of audited and unaudited financial statements and
reports that meet SEC/PCAOB requirements
 Possible preparation of non-GAAP measures – i.e., EBITDA,
Adjusted Net Income, etc.
 Financial and accounting due diligence
 Comfort letters
• M
Marketing
k ti and
dU
Underwriting
d
iti

Market condition evaluation

The story

I
Investor
t base
b
strategy
t t

Valuation, modeling and pricing

Roadshow

Underwriting
44
IPO Workstreams (continued) - Who needs to
be involved?
•
•
•
•
•
•
•
•
•
•
The issuer
Any selling shareholders
The advising banks
Lawyers for issuer/banks/selling shareholders
Auditors
Financial PR firm
The SEC – the US financial regulator
The stock exchange – NYSE or NASDAQ
The registrar and ADR depositary
The financial printer
45
Dr. Karsten Müller
Müller--Eising
Partner, Frankfurt
kmuellereising@jonesday com
kmuellereising@jonesday.com
49.69.9726.3939
Linda A. Hesse
Partner, Paris
lhesse@jonesday com
lhesse@jonesday.com
33.1.56.59.38.72
Linda Hesse advises clients in the areas of capital
markets, securities, public M&A, and corporate
governance under both U.S. and French laws. She acts
f issuers
for
i
with
ith respectt to
t their
th i listings
li ti
on the
th Paris
P i
and/or U.S. stock exchanges and in regulatory matters
before securities regulators (the SEC and the French
AMF). Linda also advises financial institutions in their
role as advisors in offerings of equity, debt, and
complex
p
instruments. She is head of the Paris Office
Capital Markets Practice.
Notable issuer clients include Orange, for ongoing
securities compliance, corporate governance, and
offerings of debt and equity securities and in its
acquisition of various public and private companies;
Sanofi on its U.S.
U S shelf registration program,
program including
its $7 billion issuance of U.S. registered bonds; and
EDAP TMS on its ongoing securities compliance. Linda
represented Wavecom on its ongoing U.S. and French
securities compliance, its defense in the context of an
unsolicited offer by Gemalto, and its negotiated
acquisition by Sierra Wireless and subsequent
delisting.
Investment bank clients include Crédit Agricole CIB,
Danske Bank, Jefferies, Société Générale, and UBS.
Recent underwriter engagements include advisor to the
underwriters on the IPO by Sequans, a French fabless
semiconductor company that listed its American
depositary shares on the NYSE. Prior to joining Jones
Day, she advised the underwriters in capital increases
and IPOs for companies such as Rhodia, Saft, and
Vinci.
From 1994 to 2006,
2006 Linda worked with international law
firms in New York and in Paris. She is a member of the
International Bar Association and active in the
Securities Law Committee.
Dr. Karsten Müller-Eising has a wide range of
experience in mergers and acquisitions, IPOs, capital
increases, secondary placements, convertible bonds,
public takeovers, other equity-related transactions, and
refinancings. He advises international corporations,
investors, and investment banks on capital markets and
corporate law, particularly stock corporation/takeover
law and restructuring law.
Karsten
recently
advised
the
Sonderfonds
Finanzmarktstabilisierung (SoFFin) on the rights issue
of Commerzbank (€2.5 billion) and the upfront
placement of Commerzbank shares (€625 million).
Prior to joining Jones Day, Karsten advised:
Drägerwerk AG & Co. KGaA on the initial public
offering
ff i
off ordinary
di
shares
h
th
through
h a rights
i ht offering);
ff i )
M.M. Warburg & CO on the rights issue and debtequity-swap of Conergy; SoFFin on the placement of
contingent mandatory exchangeable notes (CoMEN)
issued by Commerzbank (€5.7 billion) and the rights
issue of Commerzbank ((€5.3 billion)) for the p
purpose
p
of
reducing the silent participations.
He also advised the underwriters or issuers in capital
increases and IPOs for companies such as Aareal,
DaimlerChysler, Depfa Bank, Dialog Semiconductor,
HeidelbergCement, PAION, Takkt, TUI and VIVA.
Karsten is a member of the German-American Law
Association (DAJV) and the Association for Corporate
Law (VGR — Gesellschaftsrechtliche Vereinigung).
46
Dr. Christian B. Fulda
Partner, Munich
cfulda@jonesday com
cfulda@jonesday.com
49.89.20.60.42.200
Stefanie A. Magner
Associate, Paris
smagner@jonesday com
smagner@jonesday.com
33.1.56.59.39.07
Dr. Christian Fulda focuses his practice on the
pharmaceutical, biotechnology, and medical device
industries and acts for major European, American, and
J
Japanese
multinationals.
lti ti
l He
H has
h
b d experience
broad
i
covering the legal issues that these heavily regulated
industries face, including product development and
issues related to securing IP rights; entering into
development agreements and setting up clinical trials;
advising
g on regulatory
g
y q
questions regarding
g
g marketing
g
authorizations
and
reimbursement;
negotiating
manufacturing and distribution and related agreements;
and advising on day-to-day operations, including
advertising regulation, health care compliance, and
product liability issues. He also assists clients in M&A
transactions in these industries.
industries
In addition, Christian has an extensive track record in
global dispute matters, covering injunction and main
proceedings before state courts in cross-jurisdictional
litigations and in international arbitrations.
Christian is a member of the Global Committee of the
Food and Drug Law Institute (FDLIA), BIO Germany
(Regulatory Affairs Committee and Healthcare Policy
Committee), Licensing Executives Society Germany
(Life Sciences Working Group), the Federal
Association of Pharmaceutical Manufacturers (BAH),
Forum MedTech Pharma, the Middle
Middle-European
European Society
for Regulatory Affairs (MEGRA), and the German
Institution of Arbitration (DIS).
PAI 540847866v9
Stefanie Magner advises clients on French and U.S.
securities law matters and on public and private
mergers and acquisitions. She counsels issuers and
i
investment
t
t banks
b k on a variety
i t off international
i t
ti
l capital
it l
markets transactions, including IPOs, the issuance of
convertible debt and other debt instruments, capital
increases, and private placements in Europe and more
specifically in France, as well as in the United States.
Recent issuer engagements
g g
include multiple
p
SECregistered bond offerings for Sanofi and Orange, the
IPO of Criteo on the NASDAQ, a rights issue in France
and private placement in the United States for Stentys
and multiple SEC-registered offerings of shares and
warrants by Edap TMS SA. Investment bank clients
include Jefferies,
Jefferies Natixis,
Natixis Kempen & Co,
Co Société
Générale and Berenberg in a variety of capital raising
activities in France and the United States, including the
IPOs of Cardio3 BioSciences and Medtech, a rights
issue by Naturex and a private placement by DBV
Technologies. Complementing her public mergers and
acquisitions experience, Stefanie recently assisted a
company based in the Middle East in the acquisition of
a majority stake in a French listed company.
In addition, Stefanie advises listed companies with their
ongoing compliance obligations with the French
Autorité des marchés financiers and the U.S. Securities
and Exchange Commission, including on matters of
corporate governance and anticorruption compliance.
She also has assisted clients in the implementation or
renegotiation of American Depositary Receipts
programs, including most recently for Faurecia, Adocia
and Dassault Systèmes.
Systèmes
47