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Frequently Asked Questions
  The Listing Center: 10 Years of Continued Innovation
Identification Number 1697
 
Clearhouse
The Listing Center: 10 Years of Continued Innovation
Publication Date: June 14, 2019

From billion-dollar unicorns like Beyond Meat (Nasdaq: BYND) and Lyft (Nasdaq: LYFT) to $100 million pharmaceutical companies, Nasdaq is the exchange of choice for many companies seeking funding in the public equity markets.  Listing on Nasdaq is only the beginning of a company’s journey, however, and Nasdaq works hard behind the scenes to facilitate a smooth transition from private to public company.  That’s where the Listing Center comes in. 

Innovation is part of Nasdaq’s DNA

We were the first market to introduce an electronic listing application process and are still the only U.S. market with an entirely online system for submitting applications and forms. Since we launched the Listing Center 10 years ago, companies have submitted more than 60,000 applications and forms.  We now have more than 11,000 active account holders on the Listing Center and our users generate more than 800,000 page views a year.

Our digital listing platform processed more than 8,500 U.S. company applications and forms in 2018 alone.  Another 3,000 applications were generated by issuers listing securities on our Nordic exchanges. 

Over time, the Listing Center has evolved beyond an electronic submission portal for notification forms to include a robust Reference Library designed to bring transparency to our listing rules, policies and procedures.  Today, our library contains hundreds of listing-related frequently asked questions (FAQs), Listing Council Decisions and staff interpretations. In 2018, we added a new library for Market Regulation content to help answer questions on a myriad of market surveillance and regulatory issues. Users can search our resources by category and using keywords.  Users can also share individual FAQs or groups of FAQs by clicking the envelope icon on the search results page. 

These reference libraries continue to be extremely popular and generate about 20% of the traffic on the Listing Center.  Given the high volume of use and that users are increasingly accessing the internet through mobile devices, in 2015 we created a mobile reference library app which is available for Microsoft, iPhone and Android devices. More than 5,000 users have downloaded the apps and we have hundreds of regular monthly users. 

The Reference Library app has all the great functionality of the Reference Library website as well as a few added features, like the ability to save content so users can readily access it later.

In 2015, Nasdaq also added the Governance Clearinghouse to the Listing Center, providing a forum to promote dialogue and exchange ideas on governance topics, trends and issues.  Since it was first launched, we have published more than 450 original articles and news briefs on a range of topics from cyber security to sustainability and board composition.

The Governance Clearinghouse thought leadership library has become so popular that in July it will be moving to Nasdaq.com and become part of our newly christened Governance Center where we will continue to provide thought leadership, trends and news on a wide variety of governance-related topics from a growing cadre of experts.

We will also continue to spotlight the governance best practices of our listed companies, as we did recently for Cardlytics, Heidrick & Struggles, and Wynn Resorts.  If your company has a unique governance story to share, please reach out to us at governancenews@nasdaq.com

Nasdaq is committed to driving the user experience forward as we continually look for new ways to ease the regulatory process and provide companies with the tools and information they need to succeed.  We are proud to provide this free resource to applicants, listed companies and their advisors.

***

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Publication Date*: 6/14/2019 Mailto Link Identification Number: 1697
Frequently Asked Questions
  SEC Proposes Amendments to More Appropriately Tailor the Accelerated and Large Accelerated Filer Definitions
Identification Number 1694
SEC Proposes Amendments to More Appropriately Tailor the Accelerated and Large Accelerated Filer Definitions
Publication Date: May 10, 2019

The Securities and Exchange Commission voted to propose amendments to the accelerated filer and large accelerated filer definitions. The proposed amendments would reduce costs for certain lower-revenue companies by tailoring the types of companies that are categorized as accelerated and large accelerated filers while maintaining effective investor protections.

As a result of the proposed amendments, smaller reporting companies with less than $100 million in revenues would not be required to obtain an attestation of their internal control over financial reporting (ICFR) from an independent outside auditor. The proposed amendments would not change key protections from the Sarbanes-Oxley Act of 2002, such as independent audit committee requirements, CEO and CFO certifications of financial reports, or the requirement that companies continue to establish, maintain, and assess the effectiveness of their ICFR.

Read More >>

Publication Date*: 5/10/2019 Mailto Link Identification Number: 1694
Frequently Asked Questions
  Cardlytics Shares 7 Lessons to Help Your Company Transition from Start-Up to Successful IPO
Identification Number 1693
Clearhouse
Cardlytics Shares 7 Lessons to Help Your Company Transition from Start-Up to Successful IPO
Publication Date: May 02, 2019 

In February of 2008, two colleagues from Capital One launched a new fintech company with the goal of unlocking the hidden value of purchase data aggregated from the nation’s banks and financial institutions.  When Lynne Laube and Scott Grimes co-founded Cardlytics (Nasdaq: CDLX), they launched a whole new industry.  Their platform, built within banks’ digital channels, analyzes purchase data to help banks increase customer loyalty and engagement, help advertisers drive revenue and brand awareness, and help consumers save money on everyday purchases 

Nearly 10 years to the day they founded Cardlytics, Lynne and Scott were ringing the opening bell at Nasdaq to celebrate taking the company public. We recently spoke with Lynne, COO of Cardlytics, and asked her to share the lessons she and Scott learned during their 10-year journey from start-up to IPO. 

1. Find early champions to help you launch.

Scott Grimes and I knew we had a great idea, but it was untested and required access to customer data at a time when companies were beginning to grasp the inherent dangers of cyber-security threats and vulnerabilities. We would not be here today if we hadn’t had help along the way.  In Cardlytics’ early days, one of our board members gave us great advice on how to build a company. Even more importantly though, he introduced us to a variety of financial institutions, which led to our very first deal with a big bank. That partnership would never have come to fruition without his initial introduction.

Help can also present itself through a particularly strong customer advocate. In the case of our first launch with a large, national bank, we worked with a man named Jason. Banks are very risk-adverse in nature, and our experience proved that there are far more bank employees who will say “no” to an innovative, new idea than who are willing to say “yes.” Jason said “yes,” putting his own reputation on the line. He believed in our product almost as much as we did. We're so thankful for his support. We wouldn’t be where we are today without Jason and the many other proponents who saw Cardlytics’ potential and fought for us! 

2. Keep your ear to the ground.

Absorb all of the stories you hear and learn from them. Listen to feedback from customers and partners and ensure that you’re doing all that you can to meet their needs. Learn from the celebratory endings and also from how people and companies have recovered from the hard times, both as private and public organizations.

3. Never give up but know when to pivot—and when you do, pivot very, very quickly.

Like many start-up entrepreneurs, Scott and I experienced a number of corporate “near-death experiences” that forced us to embrace the importance of perseverance. Early on in Cardlytics’ history, our car broke down—and then caught on fire—on the way to an important meeting.  We were agile and determined enough to get there anyway, against all odds.  

Play to that “never say die” strength, but also have the judgement to change course when necessary without letting go of your overarching vision. To this day, we’re constantly putting out unpreventable fires, absorbing feedback from our brand clients and banking partners, and adjusting our solution accordingly. That’s why Cardlytics now works with the three largest banks in the U.S.  During our last earnings call, we reported a 30% increase in the number of marketing clients that are spending more than $1 million with us.

4.  Leverage your entrepreneurial skillsets when transitioning to a public company. 

No one else is going to believe in your idea the way you do. Throughout our time running Cardlytics, Scott and I have derived strength and determination from the knowledge that we’re not just building a company, we’re building an industry that meets a pressing business need for banks and brands alike.

Being an entrepreneur and starting your own business, no matter who you are, requires a good amount of grit. The same is true of taking a company public. Many of the skills that make Scott and me good entrepreneurs also translate to our lives as public company executives.

For example, we founded Cardlytics in the spring of 2008 – having no idea that the U.S. would suffer from a global, economic meltdown just a couple months later. Needless to say, it was an incredibly bad time to be raising money from investors. The stress was insurmountable, and even though we knew we had a great idea, we weren't sure we were going to get any funding. We were kicked out of every bank we met with, but we didn’t give up.

Convincing investors why Cardlytics was worth their time and money during our pre-IPO roadshow was a similar experience, despite having ten years of proof points demonstrating our success. Thanks in part to a market correction that occurred right before we went public, it certainly wasn’t easy. Half of the companies who had IPOs scheduled for that week backed out, but we made it through with flying colors thanks to our perseverance and amazing support from the Nasdaq team.

Despite our many set-backs over the years, we kept pushing, believing and trying. Maybe the stars aligned, or maybe grit carried us through. Either way, we celebrated every single success, big or small, and never gave up. We’re continuing to use this strategy in the public sphere.

5. Deliberately build networks that support you through each stage of growth.

Starting a company (and then taking it public) will take more time, energy, dedication and money than you expect. Being a leader can be a lonely process, which is why I always tell entrepreneurs who are entering a new stage of corporate growth to surround themselves with people who compliment their skill sets and build a peer network.

At Cardlytics, we’re lucky enough to have a lot of strong, visionary leaders – many of whom have been with us from the very beginning. But for me, having a co-founder, someone who is the “ying” to my “yang,” has been critical. Owning a company is nonstop, and it never goes away. I was an extremely dedicated employee to the various companies I worked for previously, but at the end of the day, I went home and could turn it off for the evening. Being an entrepreneur is never just a job –Cardlytics is my third child – and I’m so thankful to have a co-founder to share the wins and losses with.

I also think that entrepreneurs should form a network of peers to bond and connect with. All entrepreneurs are different, but we have common themes: we all have a little bit of crazy, we all have “near-death experiences,” we get a little bit lucky sometimes, we have tenacity and we try. Starting a company can be very lonely, as can the process of taking one public, so having other entrepreneurs to relate to and share stories with can make all the difference.

6. Stay true to your core values—even after you go public.

Transparency and authenticity have always been two of my core values. It’s been a bit of a change for me to have lots of projects I’m currently working on that are super cool, but I can’t say a word about because of various legal or contractual restrictions. As someone who wants to be completely transparent with employees, being limited in terms of what I can share is a difficult transition to make. Learning how to be authentic and transparent in a public company environment is something I've been working hard to excel at.

One of the ways I’m attempting to do this is a carry-over from our private company days. To help my team thrive, I personally provide ongoing, two-way dialogue to listen and be open to feedback from all levels of the organization.  Scott and I co-host regular, judgement-free open forum discussions. The wonderful thing about connecting with our employees in an open, trusted setting is that we always leave with a new piece of information, or a new idea, that we didn’t have before. And we act on it!

In addition, I personally meet with every new employee who joins Cardlytics to enforce our culture of authenticity. I also host an intimate new hire meeting where I share my vision and goals for the company, explain why we created Cardlytics in the first place, discuss our culture, and answer any questions. I do this because I have an expectation that if someone sees something that looks wrong or broken, I want them to be able to come to me with their concern and/or advice for a resolution. I can’t expect our people to share ideas with me if we’ve never had a conversation, and I want them to know that I’ll show them the same respect.

7. Build a best-in-class corporate culture from day one.

Not only am I proud of our successful IPO on Nasdaq, I'm also proud of the industry and culture we’ve built, which has earned us recognition from highly respected organizations.

Since we launched Cardlytics 11 years ago, we've been able to create more than 400 jobs in multiple cities and countries, and I’m extremely pleased to say that most people who work here actually do love their job. We humans spend more of our waking lives at work than anywhere else, so it’s important that work is a place we want to be. At Cardlytics we rally around each other, we support each other, and we lift each other up. We want our people to be fulfilled on both a professional and personal level. Our offices are a clear example of this philosophy, too, because we don’t have offices! We built an open environment so that people can talk to each other, learn from each other, collaborate, and engage.

We very much strive to create an environment where employees can be their best selves and share their passions, and we empower them to drive those passions with innovation and excitement. To name just a few examples, we offer regular Days of Service where employees are given the opportunity to volunteer at various nonprofits, host group activities like ping-pong tournaments and “Cardfit” exercise classes and sponsor ongoing education sessions promoting workplace diversity and inclusion, among other critical topics.

***

Cardlytics, Inc. (Nasdaq: CDLX) partners with financial institutions to operate a purchase intelligence platform that helps make marketing more relevant and measurable while promoting customer loyalty and deepening banking relationships.  Headquartered in Atlanta, Cardlytics has offices in London, New York, San Francisco, and Visakhapatnam. 
Publication Date*: 5/2/2019 Mailto Link Identification Number: 1693
Frequently Asked Questions
  Nasdaq's response to the SEC's proposed expansion of the "TEST THE WATERS" accommodation to all issuers
Identification Number 1692
Nasdaq's response to the SEC's proposed expansion of the "TEST THE WATERS" accommodation to all issuers
Publication Date: May 01, 2019 

On April 29, 2019, Nasdaq issued a comment letter on the SEC's proposal to allow all issuers, rather than just emerging growth companies, to engage in "test the waters" communications with certain qualified investors to gauge the market for a potential offering prior to or following the filing of a registration statement.  Nasdaq commended the SEC for considering reforms to improve the environment for public companies and explained how the proposal will benefit both issuers and investors.

View Nasdaq's comment letter here >>

Publication Date*: 5/1/2019 Mailto Link Identification Number: 1692
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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