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Full Answer
What is a direct listing?
Gibson Dunn lawyers provide a guide to direct listings, which have increasingly been gaining attention as a means for a private company to go public. A direct listing refers to the listing of a privately held company’s stock for trading on a national stock exchange (either the NYSE or Nasdaq) without conducting an underwritten offering, spin-off or transfer quotation from …
Should I buy shares in a direct listing?
A direct listing allows companies to list on Nasdaq without concurrently raising capital. Typically, a company will list securities on a national securities exchange to provide restricted ...
What is the difference between a direct listing and IPO?
In a direct listing, instead of raising new outside capital like an IPO, a company’s employees and investors convert their ownership into stock that is then listed on a stock exchange. Once the stock is listed shares can be purchased by the general public and existing investors can cash out at any time without the ‘lock up’ period of traditional IPOs.
Can you buy direct stock at a specific market price?
A Direct Listing can be a simpler and more cost-effective route to market for some companies. Companies that do not need to raise capital at listing may choose this route as it is an easy way of allowing the market to value your company. Low risk of mispricing as the price will move with supply and demand and is set by the whole market.

Can you buy direct listing stock?
How does direct listing of stock work?
Who sells in a direct listing?
- A direct listing is a process by which a company can go public by selling existing shares instead of offering new ones. ...
- The major difference between a direct listing and an IPO is that one sells existing stocks. ...
- The second difference is that in a direct listing there are no underwriters.
Do you raise money in a direct listing?
In addition to a direct listing where only existing stockholders offer their shares for resale to the public, the new Nasdaq rules will allow companies to raise primary capital at the time of the direct listing.Jan 25, 2022
Is direct listing better than IPO?
How long does a direct listing take?
Can stocks be traded without a broker?
Can a company get listed without IPO?
Can I buy shares on listing day?
How do you know if an IPO will start trading?
What is direct listing?
A direct listing refers to the listing of a privately held company’s stock for trading on a national stock exchange (either the NYSE or Nasdaq) without conducting an underwritten offering, spin-off or transfer quotation from another regulated stock exchange. Under historical stock exchange rules, direct listings involve the registration of a secondary offering of a company’s shares on a registration statement on Form S-1 or other applicable registration form publicly filed with, and declared effective by, the Securities and Exchange Commission, or the SEC, at least 15 days in advance of launch—referred to as a Selling Shareholder Direct Listing. [1] Existing shareholders, such as employees and early stage investors, whose shares are registered for resale or that may be resold under Rule 144 under the Securities Act, are able to sell their shares on the applicable exchange, but are not obligated to do so, providing flexibility and value to such shareholders by creating a public market and liquidity for the company’s stock. Historically, companies were not permitted to raise fresh capital as part of the direct listing process. On December 22, 2020, however, the SEC issued its final approval of rules proposed by the NYSE that permit a primary offering along with, or in lieu of, a direct secondary listing—referred to as a Primary Direct Floor Listing. [2] Upon listing of the company’s stock, the company becomes subject to the reporting and governance requirements applicable to publicly traded companies, including periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the Exchange Act), and governance requirements of the applicable exchange.
How does direct listing save money?
A direct listing can save money by allowing companies to avoid underwriting discounts and commissions on the shares sold in the IPO. In direct listings to date, the companies have engaged financial advisers to assist with the positioning of the company and the preparation of the registration statement.
Is Gibson Dunn a direct listing?
Over the course of December 2019, Gibson Dunn published its “Current Guide to Direct Listings” and “An Interim Update on Direct Listing Rules” discussing, among other things, the direct listing as an evolving pathway to the public capital markets and the U.S. Securities and Exchange Commission’s (SEC) rejection of a proposal by the New York Stock Exchange (NYSE) to permit a privately held company to conduct a direct listing in connection with a primary offering, respectively.
Is direct listing a sign of the times?
In any event, direct listings are a sign of the times. As U.S. companies raise increasingly large amounts of capital in the private markets, the public capital markets are responding to the need to provide a wider variety of means for a private company to enter the public capital markets and provide liquidity to existing shareholders. Although direct listings will undoubtedly provide new opportunities for entrepreneurial companies with a well-recognized brand name or easily understood business model, we do not expect direct listings to replace IPOs any time soon. Direct listing practice is evolving and involves new risks and speedbumps. There are a number of novel issues and open questions raised by the evolving direct listing landscape, some of which are highlighted in Appendix I hereto ( Open Questions for Direct Listings ). Regulatory divergence between the price-setting mechanisms applicable to Primary Direct Floor Listings and Selling Shareholder Direct Listings may spur further rulemaking to conform to applicable standards. Gibson Dunn will also continue to update this Current Guide to Direct Listings from time to time to further describe the applicable rules and provide commentary as practices evolve. Any company considering an entry to the public capital markets through a direct listing is encouraged to carefully consider the risks and benefits in consultation with counsel and financial advisors. Members of the Gibson Dunn Capital Markets team are available to discuss strategy, options and considerations as the rules and practice concerning direct listings evolve.
When did the SEC approve the NYSE?
On December 22, 2020, the SEC issued its final approval of the NYSE’s proposed rules. Consequently, Gibson Dunn has updated and republished its Current Guide to Direct Listings to reflect today’s landscape, including an overview of certain issues to monitor as direct listing practice evolves included as Appendix I hereto.
What is direct listing?
A direct listing, also referred to as a direct listing process (DLP) or direct public offering (DPO), is the listing of the stock of a private company on a national stock exchange without the use of an intermediary. The role of an intermediary (i.e., an underwriter) in a traditional IPO is to act as the middleman between a private company and ...
Is direct listing a risk?
Although direct listings may allow companies to go public more nimbly and at less cost without the use of an intermediary, direct listings presents additional risks compared to traditional IPOs. It is important to understand the many risks involved when investing in a direct listing and to do your own due diligence.
Is Spotify a direct listing?
In 2018, however, Spotify became the first corporation to use a direct listing on the New York Stock Exchange (NYSE), followed by Slack in 2019. This year, companies such as Squarespace and Roblox plan on filing publicly via direct listing.
Is the IPO process perfect?
The SEC has stated that the IPO process is “far from perfect” and that “among other things … it often imposes relatively high fees on issuers.”. This has led the SEC to state that markets should continue to innovate and modernize the IPO process.
What is the role of an intermediary in an IPO?
The role of an intermediary (i.e., an underwriter) in a traditional IPO is to act as the middleman between a private company and the investing public. Generally, the underwriter does the due diligence to determine the IPO stock price, mint new shares of a company, and facilitate stock sales before the IPO date.
What does an underwriter do for an IPO?
Generally, the underwriter does the due diligence to determine the IPO stock price, mint new shares of a company, and facilitate stock sales before the IPO date. Consequently, underwriters can be a costly component of the going-public process. Direct listings skip the middleman.
Why do companies use financial advisors?
Instead of using underwriters, companies in a direct listing use financial advisors to help evaluate and plan the offering. Because there are no underwriters helping with marketing and taking commitment for future sales before the listing date, they can bypass some of the significant costs associated with underwriters.
What is direct listing?
A direct listing allows companies to list on Nasdaq without concurrently raising capital. Typically, a company will list securities on a national securities exchange to provide restricted liquidity to existing shareholders and to raise capital via an Initial Public Offering (IPO). A direct listing, however, provides unrestricted liquidity ...
How long is the lock up period for an IPO?
However, in an IPO, there is a lock-up period—typically between 90 to 180 days —in which shareholders are restricted from selling outside of the Initial Public Offering. In a direct listing, there are no lock-up restrictions.
What is direct listing?
Direct listings are an alternative to Initial Public Offerings (IPOs) in which a company does not work with an investment bank to underwrite the issuing of stock.
What is a DPO account?
A Direct Public Offering (DPO), also known as a direct listing, is a way for companies to become publicly traded without a bank-backed Initial Public Offering (IPO). It's important that you understand the risks and opportunities of a direct listing, and do your research before investing.
What is a DPO?
A Direct Public Offering (DPO), also known as a direct listing, is a way for companies to become publicly traded without a bank-backed Initial Public Offering (IPO). It's important that you understand the risks and opportunities of a direct listing, and do your research before investing.
What is direct listing?
What is a Direct Listing? 1 Low risk of mispricing as the price will move with supply and demand and is set by the whole market 2 A company can access a broad spectrum of investors without lock-up periods and restrictions on trading 3 Direct Listings provide equal access for all investors 4 The opportunity to access a lower cost route to market 5 Greater certainty of completing a listing due to not needing to conduct the book building process 6 The listing offers all of the usual benefits of a London listing including global visibility and access to liquidity
What are the benefits of direct listing?
Benefits of Direct Listing. A Direct Listing can be a simpler and more cost-effective route to market for some companies. Companies that do not need to raise capital at listing may choose this route as it is an easy way of allowing the market to value your company. Low risk of mispricing as the price will move with supply and demand ...
Is Wise a public company?
Not every listing on the public markets has the aim of raising fresh capital. For fast-growing international technology company Wise, its Direct Listing on the Main Market of London Stock Exchange provides a way to broaden its ownership while remaining focused on its mission. Co-founder and CEO Kristo Käärmann explains their novel thinking and approach.
What is a dividend reinvestment plan?
Dividend reinvestment plans (DRIP). These plans allow you to buy more shares of a stock you already own by reinvesting dividend payments into the company.
How does a DSP work?
Here’s how they work: Direct stock plans (DSP). Some companies allow you to buy or sell their stock directly through them without using a broker. This saves on commissions, but you may have to pay other fees to the plan, such as fees incurred if you transfer shares to a broker to sell them.
How does a drip work?
Here is how a DRIP works: Example. Company A pays a dividend of $0.50 per share on an annual basis, and its stock is worth $40 per share. A DRIP participating investor owns 200 shares of Company A's stock. Instead of receiving a $100 check each year in dividends, the investor can buy 2.5 shares ($100/$40 per share) of stock.
Who is Emily Norris?
Emily Norris is the managing editor of Traders Reserve ; she has 10+ years of experience in financial publishing and editing and is an expert on business, personal finance, and trading. There are a few circumstances in which a person can buy stock directly from a company.
What is direct listing?
Direct listings are also known as Direct Placement or Direct Public Offerings. In this process, the company sells shares directly to the public without getting help from intermediaries.
What is IPO in stock market?
Initial public offerings and direct listings are two methods for a company to raise capital by listing shares on a public exchange. While many companies choose to do an initial public offering (IPO), in which new shares are created, underwritten, and sold to the public, some companies choose a direct listing, in which no new shares are created ...
Who is Shobhit Seth?
Follow Twitter. Shobhit Seth is a freelance writer and an expert on commodities, stocks, alternative investments, cryptocurrency, as well as market and company news. In addition to being a derivatives trader and consultant, Shobhit has over 17 years of experience as a product manager and is the owner of FuturesOptionsETC.com.
What is an IPO company?
A company looking to raise interest-free capital from the public by listing its shares has two options—an IPO or a direct listing. With IPOs, the company uses the services of intermediaries called underwriters, who facilitate the IPO process and charge a commission for their work.
What is an IPO underwriter?
In an IPO, new shares of the company are created and are underwritten by an intermediary. The underwriter works closely with the company throughout the IPO process, including deciding the initial offer price of the shares, helping with regulatory requirements, buying the available shares from the company, and then selling them to investors via their distribution networks.
What is a roadshow IPO?
Prior to the IPO, the company and its underwriter partake in what's known as a " roadshow ," in which the top executives present to institutional investors in order to drum up interest in purchasing the soon-to-be public stock.
What is a DLP?
The direct listing process (DLP) is also known as direct placement or a direct public offering (DPO). With a direct listing process (DLP), the business sells shares directly to the public without the help of any intermediaries. It does not involve any underwriters or other intermediaries, there are no new shares issued and there is no lockup period.
Can a company raise capital in a direct listing?
One of the biggest difference is that no new capital is usually raised in a direct listing. The New York Stock Exchange actually just recently made a change where a company can raise capital in a direct listing, but it's usually not the case. Usually it's just the existing stock.
Where is Matt from Motley Fool?
Matt is a Certified Financial Planner based in South Carolina who has been writing for The Motley Fool since 2012. Matt specializes in writing about bank stocks, REITs, and personal finance, but he loves any investment at the right price. Follow him on Twitter to keep up with his latest work!
What is a lockup period?
Normally when a company goes public, there's a lockup period, which is a period of time in which existing shareholders are not allowed to sell their shares. It usually expires a month or two later. Like Airbnb insiders couldn't sell shares on day one of that IPO, it just wasn't allowed. That's called a lockup.

What Is A Direct listing?
Direct Listings vs. IPOs
- The traditional IPO process is thorough but costly to a company. After a company decides to go public via an IPO, it chooses a lead underwriter to help with the securities registration process and selling of shares to the public. The lead underwriter (there can be several underwriters for a single IPO) then assembles a group of investment banks and broker dealers—a group known as a synd…
Risks of Direct Listings
- Direct listings present most of the same risks to the investor as traditional IPOs. Individual investors that lack the experience or expertise necessary to evaluate the available financial data, as well as the ability to consider the implications to future operating results of the transition from private to public company, can face substantial risks. Specific to direct listings, without the pres…
The Bottom Line on Direct Listings
- The SEC has stated that the IPO process is “far from perfect” and that “among other things … it often imposes relatively high fees on issuers.” This has led the SEC to state that markets should continue to innovate and modernize the IPO process. The rise of direct listings (and SPACs) is clearly an effort by market participants to do just that. Although direct listings may allow compa…