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Comparison of Panama IPO Market to Us Market
STEPS FOR THE INITIAL ISSUANCE OF THE INITIAL PUBLIC OFFERING
4.1. The integration of a working team
The team is integrated by:
· The team’s administration
· The Board of Directors
· The subscribers (investment bankers)
· The legal advisors of the issuing enterprise
· The legal advisors of the subscribers
· The external auditors of the issuing enterprise
· Others: a fiduciary, a registration, payment and transference agent.
4.2 Due diligence
It’s the process of ensuring that the information contained the registry application is correct, that the document does not omit any information required or necessary to prevent that statements, considered as a whole, are misleading.
It’s a fact-searching process.
In order for a diligence to be satisfactory, it should:
· Interview the directors of the entity, exploring all aspects of the company.
· Contact the main clients of the issuer to verify the representations of the administration.
· Inspect the products made by the enterprise or the services it provides.
· Revise the financial statements with the auditors of the company.
· In conformity with jurisprudence, the due diligence varies in terms of the degree of participation of the work team.
4.3 Registration Petition (prospectus)
An issuer whose securities shall be registered at the CNV shall present to it, through the intervention of a lawyer, a registration petition of such securities, in conformity with the provisions of Title V of the Law-Decree.
This is a document of much importance and the omissions and/or false statements contained in it will generate administrative consequences (fines) and may serve as basis for civil suits.
4.3.1. Rejection of public offering registration application
The CNV will reject the petition whenever:
· The issuer is a registered issuer and is overdue in the presentation of the interim and annual reports due to be filed in conformity with the Law-Decree.
· When either the prospectus, the information or the documentation are incomplete or do not fulfill the requirements established and/or contain any false statements in relation with an important fact or if it omits an important fact.
4.3.2. CNV Requirements
Securities registration petitions object of a public offering that requires authorization of the CNV, in conformity with the provisions of Title VI of Law-Decree No. 1 of 8 July 1999, must be filed through the intervention of a lawyer, accompanied by the following documents and in compliance with the following requirements:
1. Power of attorney;
2. Photocopy of the personal identity document (“cédula”) or passport of the legal representative, directors and officials of the petitioner;
3. Certificate of existence and representation of the entity, which shall include the name, date and [next page]