01
IPO Readiness & Structuring
Pre-offering diligence on the cap table, corporate structure, and governance that identifies what has to be cleaned up before a company files, so the registration statement reads clean and the timeline holds.
Capital Markets & Listings
Initial Public Offerings
Counsel for the moment a private company becomes a public one. We handle the registration, the SEC review, the underwriting, and the exchange listing, and we draft the prospectus to read clean to the staff so the company arrives ready for the disclosure regime that begins at the bell.
The first filing most companies make is not public. A registration statement can be submitted to the SEC as a confidential draft, the staff's first comments arrive in about 30 days, and the public filing need come only 15 days before the roadshow. An emerging growth company, one with under $1.235 billion of revenue in its last fiscal year, files two audited years rather than three and skips the auditor's attestation of its internal controls while it keeps the status.
The commercial terms are nearly as fixed as the legal ones. The gross spread on a mid-sized deal is seven percent, the overallotment option is capped at fifteen percent under FINRA's rules, and insiders sign 180-day lock-ups. Pricing happens the evening the registration is declared effective, the final prospectus follows under Rule 424(b) within two business days, and Section 11 attaches to the company, every signing officer and every director for every sentence in it, and only the company has no due-diligence defense.
We act for issuers and, in separate matters, for underwriters, from the organizational meeting to the bell, and we have represented clients in matters before the SEC.
What we do
IPO counsel across the whole arc of going public, from the first readiness review through the listing and the disclosure regime that follows.
02
Registration Statement & Prospectus
Drafting the registration statement, the prospectus, and the business and risk-factor disclosure. The offering, and the liability that attaches to it, turns on that document.
03
SEC Review & Comment Response
Managing the SEC staff review, anticipating the comment letters, drafting the responses across each round, and speaking for the issuer in front of the staff until the registration is declared effective.
04
Underwriting & Deal Execution
Negotiating the underwriting agreement, the lock-ups, and the offering mechanics, which cover pricing, allocation, the comfort and opinion deliverables, and the diligence that carries the deal to close.
05
Exchange Listing & Eligibility
Admission to a major or international exchange, including the listing-rule and eligibility analysis, the listing application, and coordination of local listing counsel where a cross-border venue requires it.
06
Public-Company Readiness
Building the governance and disclosure controls a newly public issuer needs. Board composition, insider-trading policies, and the reporting calendar are settled before the listing, so the company runs its day-one obligations as a program.
What you should know
The realities that shape an IPO, drawn from the questions issuers bring us.
01
Cheap stock and the re-audit
The staff reads option grants in the twelve months before filing against the IPO range, and a gap between the 409A valuation and the underwriters' price becomes a cheap-stock comment and a compensation charge. The financials must be audited under PCAOB standards, often a re-audit, and that takes a quarter few timelines have.
02
Section 11 needs no proof of fault
Section 11 makes directors, signing officers and underwriters liable for a material misstatement in the registration statement without proof of intent or reliance, and the auditors for their report; only the issuer has no due-diligence defense. Suit lies within one year of discovery and three of the offering. The diligence sessions build that defense.
03
Effectiveness is requested, not granted
First comments arrive in about 30 days; later rounds turn faster. Once the staff is done, effectiveness is requested under Rule 461 at least two business days ahead, signed by the issuer and the lead underwriter, with FINRA's no-objections letter in hand. Pricing follows that evening; the comment letters become public on EDGAR afterward.
04
The first 10-Q is due in 45 days
The first Form 10-Q is due within 45 days of the effective date or the quarter's end, whichever is later, and Form 8-K events run on a four-business-day clock. Officers and directors file Form 3 on the effective date, and the Section 404(a) internal-control report is owed with the second annual report.
05
Foreign private issuer is a status, not a choice
A foreign private issuer files on Form F-1 and reports on Forms 20-F and 6-K; the proxy rules and Section 16 do not apply. The status is lost once more than half its voting shares are held by U.S. residents and its management or assets are mostly here. Run the test before choosing the form.
06
The directed share list is vetted
A directed share program lets the company allocate about five percent of the deal to employees and friends at the IPO price, run by the lead underwriter. FINRA Rule 5131 bars spinning, so an executive of one of the underwriter's banking clients cannot be on the list, and insiders who take part sign the lock-up.
The arc of a listing
How this work runs
From confidential draft to opening bell.
- Stage 01
Organizational Meeting
Issuer, underwriters, auditors, and both counsel sit down and fix the offering's architecture: the S-1 drafting responsibilities, the diligence plan, the cap-table and governance cleanup, and the timeline worked backward from the target pricing window.
- Stage 02
Confidential Submission
The registration statement goes to the SEC as a confidential draft, and the comment letters begin. Each round of staff questions on disclosure, financials, and the business description is answered in writing until the document is ready to file publicly.
- Stage 03
Roadshow & Bookbuild
The public filing sets the range, the preliminary prospectus circulates, and management takes the story to institutional investors while the syndicate builds the book. Testing-the-waters meetings, lock-ups, and the underwriting agreement are locked as demand firms.
- Stage 04
Pricing & the Bell
The registration is declared effective, the deal prices after the close, and the underwriting agreement signs that night. Shares open on the exchange the next morning, and the continuous-disclosure regime the company will carry for its listed life begins at the bell.
The prospectus that sells the offering is the same document that has to survive it.
15 days
the minimum an emerging growth company's confidential draft must be public before its roadshow begins
Frequently asked
Common questions on taking a company public.
What is an initial public offering?
An initial public offering is the first sale of a company's shares to the public, made under a registration statement that the SEC reviews and accompanied by admission to a stock exchange. It converts a private company into a reporting public issuer. That change brings new investors and access to capital, and with them a continuous-disclosure and governance regime that lasts for as long as the company stays listed.
How long does it take to prepare for an IPO?
From the organizational meeting to pricing, four to six months is typical, and the preparation before that meeting is what decides whether the figure holds. The confidential draft goes to the SEC once the audited financial statements are ready; first comments arrive within about 30 days, later rounds turn in a week or two, and the public filing must precede the roadshow by at least 15 days. Two constraints set the calendar. Financial statements in a registration statement go stale 135 days after the end of the last period they cover under Regulation S-X, so the deal must price inside that window or carry a fresh quarter, which is why offerings cluster in the weeks after each quarter's numbers are closed. And an audit under PCAOB standards, often a re-audit of two or three years for a company that had private-company audits, can take a quarter by itself. The work that starts a year out is the cap-table cleanup, the 409A valuations, and the charter the company will carry into public life.
What is the SEC review process for an IPO?
The registration statement is submitted first as a confidential draft, available to any issuer since 2017 and to emerging growth companies by statute, and the Division of Corporation Finance aims to send its first comment letter within 30 days. Comments concentrate on revenue recognition, non-GAAP measures and the valuation of options granted in the year before filing. Each response is filed with an amended draft, and the rounds continue until the staff has no further comments; the letters and responses are posted on EDGAR no earlier than 20 business days after effectiveness, so competitors read them later. The public filing follows at least 15 days before the roadshow. Effectiveness is then requested under Rule 461 at least two business days in advance, with FINRA's no-objections letter on the underwriting compensation in hand, and the staff declares the registration effective on the afternoon of pricing.
Can a company list on an exchange outside the United States?
Yes. We work from Chicago, London, and Dubai and advise on listings across major and international venues, coordinating local listing counsel where a venue requires it. The listing rules of each exchange drive the eligibility, governance, and disclosure the issuer must commit to, and a cross-border offering frequently pairs a domestic tranche with an offshore Regulation S tranche structured to travel together.
What changes for a company once it is public?
The clock changes. The first Form 10-Q is due within 45 days of the effective date or of the quarter's end, whichever comes later, and annual reports follow on a 90-day deadline that shortens to 75 and then 60 days as the company's float grows. Form 8-K events, from a new material agreement to a director's departure, are reported within four business days. Officers and directors file Form 3 on the effective date and report every trade on Form 4 within two business days, Regulation FD governs what is said to analysts, and the first proxy statement arrives with the first annual meeting. Sarbanes-Oxley certifications accompany every periodic report from the first one; management's internal-control report under Section 404(a) is owed with the second annual report, and the auditor's attestation under 404(b) only once the company stops being an emerging growth company. The exchange adds independence requirements for the board and its audit, compensation and nominating committees, with a one-year phase-in from listing.
When should a company bring in IPO counsel?
Twelve to eighteen months before the target window. That is the lead time to re-audit two or three years under PCAOB standards, to put a 409A valuation behind each option grant so the cheap-stock analysis can be defended, and to settle the public-company charter: whether to adopt a dual-class structure, a classified board or an exclusive-forum clause, each of which is adopted before the offering closes and is hard to add once there are public holders to vote. It is also when the company decides whether it will still be an emerging growth company at pricing, which turns on staying under $1.235 billion of revenue in the fiscal year before the offering, and when the shareholders' agreements are read for the rights of first refusal and co-sale rights that must terminate at the IPO. An issuer that arrives at the organizational meeting with those items closed prices on the underwriters' timetable rather than its auditors'.
Specialized IPO matters
Where a route to the public market calls for its own playbook, a focused team works the detail.
Direct Listings
Taking shares public without a primary raise, which turns on exchange eligibility, the resale registration, and the disclosure a direct listing demands without underwriters in the syndicate.
Explore →Related
Adjacent capital-markets and listings practices.
Follow-On & Secondary Offerings
Returning to the market after an IPO with follow-on equity raises and secondary sales by existing holders, structured against the disclosure regime a listed company already carries.
Explore →Underwriter Representation
Counsel to underwriters and placement agents on diligence, the underwriting agreement, and the liability that attaches to a deal team.
Explore →At-the-Market & Shelf Programs
Shelf registration and at-the-market programs that give a listed issuer ongoing access to the market and let it raise opportunistically over time.
Explore →Rule 144A / Reg S Private Placements
Rule 144A and Regulation S placements to institutional and offshore investors, the exempt-offering alternative to a registered IPO that avoids full public registration.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice