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Preparing to go public<br />
• Determine key performance indicators<br />
to be used to communicate business<br />
performance to stakeholders that are in<br />
line with industry practices.<br />
• Design appropriate compensation<br />
programs that align and incentivize<br />
employee behavior and focus with<br />
the overall business strategy and key<br />
objectives.<br />
The company’s strategic plan should<br />
encompass both external and internal<br />
factors that span the entire organization.<br />
The plan establishes the framework for<br />
the annual budget, providing the topdown<br />
direction, financial targets and key<br />
assumptions.<br />
The annual budget should focus on<br />
key operational drivers of the business<br />
for both revenue and cost with key inputs<br />
from senior management. The budget<br />
process should be flexible and have a short<br />
cycle time to accommodate market-driven<br />
changes.<br />
Forecasting should be a periodic<br />
update to the budget (and strategic plan)<br />
that reflects changes and impacts actually<br />
being experienced in the marketplace.<br />
Although implementation of forecasting<br />
is generally the domain of the finance<br />
department, ownership of the process<br />
belongs with the recipients of the results,<br />
including operational management.<br />
The process should involve a focused,<br />
bottom-up process based on specific,<br />
measurable drivers and should closely<br />
involve operational managers.<br />
If the company does not have adequate<br />
sales forecasting, it may consider using<br />
key performance indicators, industry<br />
trends or other third-party data to<br />
benchmark target sales numbers.<br />
Similarly, external cost trends and<br />
industry averages can help quantify or<br />
even qualify expense forecasts. Creating<br />
standardized relationships between<br />
internal and external financial and<br />
operational sources can provide both<br />
insight and consistency in the forecasting<br />
process, and also identify a baseline to<br />
measure the company’s performance<br />
relative to the industry.<br />
At a minimum, forecasts should be<br />
updated semiannually, but more frequent<br />
updates are preferable. The actual results<br />
may prompt changes in strategies,<br />
priorities and resource allocation, with<br />
subsequent period forecasts reflecting<br />
the impacts of such changes. Ideally, the<br />
subsequent year’s budgeting process<br />
should be embedded in the forecasting<br />
process during the latter part of the<br />
current fiscal year.<br />
XBRL: During 2009, the SEC issued new<br />
rules and related guidance that requires<br />
public companies (both domestic and<br />
foreign private issuers) to provide their<br />
financial statements to the SEC in a<br />
separate exhibit to certain reports and<br />
registration statements in an interactive<br />
data format using Extensible Business<br />
Reporting Language (XBRL). The rules are<br />
designed to make it easier for analysts<br />
and investors to locate and compare data<br />
on financial and business performance<br />
in a standard format across all public<br />
companies. The XBRL rules also require<br />
public companies to post their XBRL<br />
filings on their corporate websites. With<br />
interactive data, all of the items in a<br />
financial statement are labeled with unique<br />
computer-readable “tags,” which make<br />
financial information more searchable on<br />
the Internet and readable by spreadsheet<br />
and other software.<br />
XBRL is not required for IPOs, but<br />
a company with an IPO that becomes<br />
effective will be required to comply<br />
with the XBRL rules commencing with<br />
periodic filings starting with its first<br />
Form 10-Q filed after the registration<br />
statement becomes effective. The rules<br />
should be consulted regarding when initial<br />
compliance with the rule commences,<br />
as this will be dependent on the timing<br />
of the IPO.<br />
Technology considerations: Information<br />
technology is a critical enabler for the<br />
company in creating value and achieving<br />
financial reporting and regulatory<br />
compliance. Companies that have not<br />
adequately invested in technology and<br />
tools for financial reporting and business<br />
operations may struggle with technology<br />
and system limitations in meeting the<br />
needs of a public company. This may<br />
require additional resources to ensure<br />
business processes are adapted to meeting<br />
IT system needs. In addition, the company<br />
may need to implement new technology<br />
and systems or customize existing systems<br />
and reports.<br />
The IT effort required for compliance<br />
with establishing, evaluating and<br />
obtaining an audit of ICFR should not be<br />
underestimated. Information technology<br />
plays a large role within the internal<br />
control structure and is an integral part<br />
of SOX compliance. A systems-embedded<br />
approach to the financial reporting process<br />
can include automated key controls to<br />
reduce the overall number of controls.<br />
IT strategy can be a key driver in<br />
accelerating the accounting close process<br />
through the reduction or consolidation of<br />
multiple general ledgers, charts of accounts<br />
and reporting systems. For systems that<br />
have disparate interfaces or lack realtime<br />
reporting capabilities, modifying<br />
the existing system’s capabilities or<br />
building the case for an enterprise resource<br />
planning system may be warranted.<br />
Greater use of IT systems can also<br />
enhance the budgeting and forecasting<br />
process and allow for the leveraging of<br />
information more effectively. Communication<br />
requirements to key stakeholders after the<br />
IPO about the performance of the company<br />
should be aligned with external reporting.<br />
Implementation of an integrated system<br />
providing both external and management<br />
reporting can provide timely, quality<br />
information.<br />
Summary: Becoming a public company<br />
often requires management to make<br />
numerous improvements to business<br />
processes and the underlying systems as<br />
they react to the demands of investors,<br />
government regulators and other<br />
stakeholders. Preparing for this change<br />
in status may require considerable time<br />
and effort. To achieve a more seamless<br />
transition, the company should consider<br />
taking steps to operate and report like a<br />
public company before the IPO becomes<br />
effective to ease the post-IPO transition.<br />
2.3 Antitakeover defenses and other<br />
governance matters<br />
Cleary Gottlieb Steen & Hamilton LLP<br />
Before going public, the company will need<br />
to ensure that its governance structure meets<br />
SEC and stock exchange requirements. This<br />
is the ideal time for the company to consider<br />
organizational matters more generally,<br />
implement desired changes to the company’s<br />
jurisdiction of organization, subsidiary<br />
24 NYSE IPO Guide