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Why Do Companies Go Public Listing?

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Introduction
Generally, a private company is a company owned by a small number of company members and they will not offers their securities to the public. On the other hand, a public company is a company which owned by at least seven members and they offers their securities to the general public. However, 'Listing' is a process that a private company converting into a public company which the shares can be traded on stock exchange (Bursa Malaysia). Once the private company transformed successfully, the company is no longer owned by the individual and entrepreneurs but a group of shareholders (Asia Pacific Stock Exchange, 2012).
Normally, company whose plans for listing or further growth will use an initial public offering (IPO) as a method to generate capital needed for expand. IPO is the first sale of stock to the public by a company. (CNBC, 2012) On the others sides, private company whose plan to go listing is for several purposes or benefits. For instance, the public company able to raise their capital by using IPO, simultaneously, a success IPO is an accelerator towards your company expansion.
According to Bursa Malaysia listing statistics, in year 2012, there are 14 company whose listing in Main Market and 3 company in ACE Market. Recently, Tune Ins Holdings Bhd (Tune Ins), which is set to bet listed on the Main Market of Bursa Malaysia in February, 2013. (thestar, 2013) Tune Ins has publicize its IPO of 37.59 million shares to the public. On June 2, 2011, Groupon announced to the financial markets that Groupon was planning an IPO.

Literature Review
I will discuss why did the companies decide to go listing (public listed company). There are several reasons why owners of a business decided to go listing.
First reason and major reason why a company decide to go listing is the access to finance (Lau, C. C. , 2009). Chemmanur and Fulghieri (1999) discuss that entrepreneurs gain by going public because diversified investors value firm shares more than undiversified entrepreneurs. Based on Pagano and Roell (1998), if a private company go listing successfully, business owner are able to raise money while achieving the optimal ownership structure from the point of view of the initial owners. Then, entrepreneur can raise money from small investors without losing control.
The second reason for listing is to motivate management and employees (Alon Brav, Omer Brav, Wei Jiang, p.5). According to Holmstrom and Tirole (1993), once the shares are issued to the public, speculators will assemble about the company's performance information and cause the share price increased. Then, company would able to increase employee or manager's compensation. Besides that, company could also provides employee with employee share option scheme (ESOS). ESOS is a call option of company common share granted by the company to the employee as their remuneration package (IRB, 2004).
The third reason is enhances the company's image and publicity (Stoughton, Wong and Zechner, 2001). According to Lau Chee Chin (2009), public listing could prove the capital market is advocating the company's goal in growing and provide long term stability to suppliers, employee and customers. If there is a successful listing (share price increase and pay out dividend), suppliers will assent to grant trade credit, employees can have a stable job, customer can expect the product or services will be supported after the purchase (Lau, C. C. , 2009).
Besides that, there are others reason why private company decide to go listing. According to Amihud and Mendelson (1988), once a company go listing, the company share will become more liquid and more valuable to the owners. This is because owner could sell the share easier than private company.

Analysis and findings
Despite of those benefits, companies whose plan to go listing may face with many new challenges as well. First, we will discuss about the compliance requirement. Private company have a choices to comply with either Private Entity Reporting Standard (PERS) in their entirely; or Malaysian Financial Reporting Standards (MFRS) in their entirely. However, public company in Malaysia must fully comply with MFRS issued or adopted by Malaysia Accounting Standard Board (MASB). MFRS required a public company to make a proper disclosure to investors. This is to prevent the case of 'Enron' and 'Transmile ' to be happened again. Besides that, public company must also fulfil the rules and regulations that monitored by the Securities Commission (SC) and the relevant provision of Companies Act 1965. The crucial issue for the compliances is the cost. This is because the cost of complying with those regulatory requirements can be very high. Additional cost such as audit fee may also imposed to the company. This may create difficulty for those 'infant' public companies.
The second challenge that may confront by the public listing company is loss of privacy. A company will undergo a loss of privacy as a result of media interest and the full disclosure requirements relating to operations, plans and etc. (thestar, 2009) For example, directors compensations, stock option plans, significant contract, information about the financial statement (e.g. sales, cost of sales, liability and etc) and so on. This is to protect the investors/shareholders' interest, prevent insider trading, avoid off-balance sheet and adhere to transparency.
Well establish and cash rich listing company may exposed to the loss of high risk data. High risk data is the information that, when lost, can lead to significant contractual or legal liabilities; serious damage a company image; or business losses (PWC, 2010). Those high risk data include employment information, financial institution data (e.g. financial account numbers) and etc. This doesn't mean private company are not expose to the risk but public listing company has the higher possibilities exposed to such risk.
Furthermore, a company may loss of control and imposed to the risk of being take-over targets when its go listed (thestar, 2009). This is because the business owner (entrepreneur) have to share the ownership with other investors and shareholders. Shareholders has the power to control or affect the company operations. Therefore, the authority to control the company could be deprived from the existing management if the dissident shareholders obtains majority control (thestar, 2009). Because of this, listed company become vulnerable to takeover raids (Asia Pacific Stock Exchange, 2012). Sometimes, takeover will not be in a 'friendly' mode but hostile takeover . Sarcastically, the more well-run and cash-rich a company, the more easy to be the take-over targets. In year 2008, Microsoft made an unsolicited offer to buy Yahoo for $44.6 billion in cash and stock option (McGlaun, S., 2008). According to Wall Street Journal, Microsoft is leaning towards a hostile takeover attempt of Yahoo. Majority of the Yahoo stockholder has make consideration to sell their share of $35 for $37 to Microsoft.
Accountability to public shareholders may also becomes a challenge for the listing company. When a company go listed, accountability and responsibility to the public shareholders is an essential element to the company survival. Manager must consider the interest of the shareholders before making any significant investment decision. Sometimes, shareholder's interest may differ from the company's objective and cause the manager feel difficulty during running the company (thestar, 2009). This will lead to agency problems. Therefore, management have to contribute more time and effort to reduce the gap between company's objective and investors' interest.
Listing company may also subject to general stock market fluctuations. Market conditions are changes every day, even every second, especially share price. This may not be a situation that can be 100% control by the company but can be estimated. Estimation is not an easy work since it take into consideration of a lot of elements such as past information, future plan, professional advice and market trend. Therefore, company have to get ready to face such challenge when its go listing.
Last but not least, the challenge that may confront by a company to go listed is the listing cost. To go listing, the planning and launching an IPO consume high cost. The cost include investment bankers' commissions, lawyers and accountants fee, auxiliary cost (public relation, advertising) and etc (IPO-CARE). In addition, listing process is dreary, complicated and requires the participation of many parties such as solicitors, issue managers and underwriters, and other professional advisors (thestar, 2009). According to PWC website, 87% of CFOs indicated that their firms spent more than $1 million on one-time costs associated with their IPO. Taking examples from 'thestar', a company need to spend about RM 2 million to list on the ACE market to raise say RM 10million. This may be the obstacle for those small/medium company whose wish to go listing.

Recommendation
In order to prevent the loss of high risk data, a company must be adept at collecting, storing, processing, and transforming data (PWC, 2010). Sometimes, company leaders may not know their company's exposure to high-risk data loss. Therefore, company should implementing a high-risk data discovery or recovery strategy although it is costly. Then, if the high-risk data has been invade, company should create an inventory of high-risk data on the affected systems in order to determine what have been compromised and notify the shareholders of the incident.
Moreover, company could adopt defensive tactics to avoid the hostile takeover such as "poison pills" and ''lock-up". Target company may use the "Poison Pills" to make its share less attractive to the acquirer. For examples, Netflix has adopted a "poison pill" to prevent a hostile takeover from billionaire Carl Icahn (Richwine, L, 2012). On the other hand, "lock-up" is a privilege offered a friendly acquirer (white knight) by a target company of buying additional equity. The purpose of this method is to discourage hostile takeover (All Business.com).
Company whose has listing planning must have a good skilled in maintaining and managing relationship with those significant shareholders to avoid the agency problem. Significant shareholders has the power to decide the 'life' of the company. Therefore, listing company should hire those people who are good in liaison and communication skill.

Conclusion
As a conclusion, going public increase the level of financial administration that requires additional effort, staffing and expenses. Company need to comply with the full disclosure requirements under MFRS, rigorous regulation by several authorities and is subject to a loss of privacy and etc. On the contrary, it could also be the efficient and fastest way to raise capital for company to expand their business.
Then, company/business owner must be mindful of their intentions list on the stock exchange and also be able to solve those challenges that has been discussed in the findings. Business owner Therefore, a company must have a proper and complete listing plans. This is because strategy and execution of the plan is the key to a successful listing.

APA References
Ramachandran, G (2009, October 13). The star. Pros and cons of listing a company. Retrieved March 30, 2010, from http://biz.thestar.com.my/news/story.asp?file=/2009/10/13/business/4890575&sec=bu siness
Tune Ins set to attract investors for its IPO. (2013, February). Retrieved March 30, 2013, from http://biz.thestar.com.my/news/story.asp?file=/2013/2/19/business/12727939&sec= business
Koba, M. (2012). CNBC Eplains: Initian Public Offering. Retrieved March 30, 2013, from http://www.cnbc.com/id/47099278
Netflix moves to block a hostile takeover. (2012, November). Retrieved March 30, 2013, from http://news.yahoo.com/netflix-moves-block-hostile-takeover-145250190-- finance.html
Lau, C. C. (2009). An Analysis of Why Public Listed Companies Go Private in Malaysia. Retrieved March 31, 2013, from http://dspace.fsktm.um.edu.my/bitstream/1812/495/1/MBAThesis_Analysis%20of%2 0why%20public%20listed%20companies%20go%20private%20in%20Malaysia.pdf
Brav, A.,Brav, O., & Wei Jiang (n.d.). The Choice of Going Public and Going Private: Evidence from UK. Retrieved March 31, 2013, from http://www7.gsb.columbia.edu/ciber/sites/default/files/Wei%20Jiang%20CIBER.pdf
Lembaga Hasil Dalam Negeri. Employee Share Option Scheme Benefit.(December, 2004) Retrieved April 1, 2013, from http://www.ctim.org.my/file/news/14/01524_Employee%20Share%20Option%20Sch eme%20Benefit%20-%20PR%2004-2004%20(091204).pdf
Groupon Goes Public: Communication strategy and Challenges. (n.d.). Retrieved April 1, 2013, from http://www.awpagesociety.com/wp- content/uploads/2012/03/GrouponIPO_Case.pdf
Holmstrom and Tirole (1993). Market Liquidity and Performance Monitoring. Retrieved April 1, 2013, from http://www.tau.ac.il/~spiegel/teaching/corpfin/holmstrom-tirole- jpe93.pdf
Amihud, Y., & Mendelson, H. (1991). "Liquidity, Asset Prices and Financial Policy" Financial Analysts Journal, Vol. 47, No. 6, pp. 56-66, Retrieved April 1, 2013, from http://www.jstor.org/stable/4479488

PricewaterhouseCoopers (PWC). Protect your organization’s sensitive information and reputation with high-risk data discovery. Retrieved April 1, 2013, from http://www.pwc.com/us/en/it-risk-security/assets/high-risk-data-discovery.pdf

Stoughton, N. M., Wong, K. P., & Zechner, J. (2001). IPOs and Product Quality. The Journal of Business, Vol. 74, No. 3, pp. 375-408. Retrieved April 1, 2013, from http://www.jstor.org/stable/10.1086/321931 Pagano, N., & Roell, A. (1998). The Choice Of Ownership Structure: Agency Costs, Monitoring, And The Decision To Go Public. The Quarterly Journal of Economics. Retrieved April 1, 2013, from http://www.csef.it/pagano/qje- 1998.pdf

Chemmanur, T. J., & Fulghieri, P. (1999). A Theory of the Going-Public Decision. The Review of Financial Studies, Vol. 12, No. 2, pp. 249- 279. Retrieved April 1, 2013, from http://www.jstor.org/stable/2646018

Pagano, M., Panetta, F., & Zingales, L. (1998). Why Do Companies Go Public? An Empirical Analysis. The Journal of Finance.Vol L[1], No. 1. Retrieved April 1, 2013, from http://faculty.chicagobooth.edu/luigi.zingales/papers/research/comppub.pdf

Bursa Malaysia. Listing Statistics. Retrieved April 2, 2013, from http://www.bursamalaysia.com/market/listed-companies/initial-public- offerings/listing-statistics/

McGlaun, S. (2008). Microsoft Could Announce Hostile Takeover of Yahoo as Early as Today. Retrieved April 2, 2013, from http://www.bursamalaysia.com/market/listed- companies/initial-public-offerings/listing-statistics/

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