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Direct Listing of Securities: Going Public Without an IPO

Registration Requirements, NYSE Valuation Criteria, Pros and Cons

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, March 1, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the process for achieving a direct listing of shares on the New York Stock Exchange (NYSE) and Nasdaq. The panel will also discuss the pros and cons of direct listing vs. an initial public offering (IPO), the new and emerging criteria for direct listings, and lessons from recent transactions.


Traditional methods of corporate finance have been disrupted in recent years, as more private companies pursue alternative approaches to a public listing. A company might pursue a direct listing of its common stock on a U.S. securities exchange to provide it with acquisition currency and a basis for valuation and to provide existing shareholders with liquidity.

Direct listings bypass certain elements of the investment banking and underwriting processes that are part of the traditional IPO. A U.S. or foreign-domiciled company may list its shares on a national securities exchange without undertaking an offering and sale of its securities at the same time. It can do that by filing with the SEC a registration statement on Form 10 (for U.S. issuers) or Form 20-F (for foreign issuers). Companies and their counsel should have a thorough understanding of the filing and reporting requirements under SEC regulations and stock exchange listing rules that apply for the direct listing and the ongoing reporting requirements after completion of the listing.

The SEC has considered several proposals by the NYSE and Nasdaq to facilitate direct listings and also to enable companies to raise funds alongside a direct listing without a traditional underwriting. Direct listings gained momentum in 2021 with a number of completed transactions, and we understand that there are more of them in the pipeline.

Listen as our authoritative panel examines the registration and listing requirements associated with the direct listing of securities on a public exchange. The panel will also discuss the recent amendment to the NYSE rules and the pros and cons of direct listings.



  1. Impact of abundant private equity capital on traditional IPOs
  2. Direct listings vs. IPOs
    1. Underwriting
    2. Registration
    3. Subsequent filings
  3. Amended NYSE listing requirements
    1. Valuation based on private placement
    2. Valuation by independent third party
    3. Trading procedures
  4. Pros and cons of direct listings


The panel will review these and other challenging issues:

  • What are the advantages and disadvantages of undertaking a direct listing vs. an IPO or no listing at all?
  • What are the SEC registration requirements for a direct listing, and what are the ongoing filing requirements?
  • How do the evolving listing rules affect the prospects for direct listings?
  • What creative approaches have companies recently taken in connection with direct listings?


Dolgonos, Boris
Boris Dolgonos

Gibson, Dunn & Crutcher

Mr. Dolgonos is a member of the firm’s Capital Markets and Securities Regulation and Corporate Governance...  |  Read More

Holmes, Hillary
Hillary H. Holmes

Gibson, Dunn & Crutcher

Ms. Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital...  |  Read More

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