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 Oregon, as in other states, an initial public offering (IPO) is governed primarily by federal securities laws, particularly the Securities Act of 1933 and the Securities Exchange Act of 1934, which are enforced by the U.S. Securities and Exchange Commission (SEC). These laws require companies to file registration statements and prospectuses detailing financial and other significant information about the company, to ensure that investors have enough information to make informed decisions. The company must also meet the listing requirements of the stock exchange it chooses, whether it's the New York Stock Exchange or Nasdaq. Once public, the company is subject to ongoing reporting obligations, such as annual and quarterly reports (Form 10-K and Form 10-Q), and must comply with regulations regarding insider trading, disclosure of material events (Form 8-K), and proxy solicitations. While Oregon state law does not govern the IPO process directly, the Oregon Securities Law requires registration of securities offerings and compliance with state-level disclosure and anti-fraud provisions, unless a federal preemption or exemption applies. Companies in Oregon considering an IPO should consult with an attorney to navigate both federal and state securities regulations.