An initial public offering—also known as an IPO—is the process by which a privately-owned/privately-held company begins selling stock to outside investors, and transforms the company from a private company to a public company. Shares of public companies (also called publicly-traded companies) are usually traded on one of two stock exchanges—the New York Stock Exchange or the Nasdaq. A public company can raise money (capital) it needs by issuing and selling shares of its stock on the stock exchange on which it is listed. But public companies must comply with significant reporting and disclosure requirements established by the U.S. Securities and Exchange Commission that private companies do not have to comply with.
In Delaware, as in other states, an initial public offering (IPO) is a significant event for a company. Delaware is a popular state for incorporation due to its business-friendly laws and well-established Court of Chancery. When a Delaware-based company decides to go public through an IPO, it must adhere to federal regulations, primarily enforced by the U.S. Securities and Exchange Commission (SEC). These regulations include the preparation of a registration statement, typically Form S-1, which discloses detailed information about the company's business, financial condition, and management. Additionally, the company must comply with ongoing reporting obligations such as annual (10-K), quarterly (10-Q), and current reports (8-K). The JOBS Act has also provided certain accommodations for emerging growth companies to ease the IPO process. While Delaware state law governs corporate governance matters, the actual process of going public and the subsequent trading of shares are regulated at the federal level and occur on national securities exchanges like the NYSE or Nasdaq.