When a corporation wants to sell a new security (whether debt or equity) through the public capital markets, if the corporation (issuer) and any of the persons to whom the security is offered (offerees) are domiciled in different states (interstate offering), federal law governs the sale. If the corporation and all offerees are domiciled in the same state (intrastate offering), state law (considered later) applies. If a company has not previously sold equity securities to the public, the issuance is referred to as an ­initial public offering (IPO) or, more colloquially, going public. For example, on May 10, 2019, Uber went public at $45 per share. By the end of the day, it was down 7.6 percent to $41.57. It reached its peak on June 28, 2019 of $46.38, declining by November 15 of that year to $26.79. At the time of this ­writing, the stock is trading at $33.53, down 25 percent from the IPO price. Conversely, if a private investor seeks to purchase all of the publicly held equity securities of a corporation, that company is said to be going private. In this context, the term security embraces not only stocks and bonds, but also the much broader investment contract. The Howey case that follows defines the term. 

Question

Explain what is meant by going public? By going private?