Public Offerings &
Public Company Representation
Our attorneys have represented many companies and underwriters in IPOs, including many software and technology ventures as well as the occasional real estate investment trust, industrial products manufacturer/fabricator, or bakery operator.
Our expertise in this area includes:
- IPO planning from the company's early stages by maintaining proper corporate records, reviewing capital structure and addressing registration rights issues.
- Helping management weigh the advantages (additional capital, stockholder liquidity and increased visibility) and disadvantages (expense, time demands on management and stockholder dilution) of going public.
- Acting as quarterback of the IPO team of professionals — accountants, underwriters, underwriters' counsel, legal printer and transfer agent.
- Introducing the company to prospective investment bankers to underwrite the offering.
- Drafting the registration statement to be filed with the SEC, counseling the company on disclosure obligations, and taking primary responsibility for all communications with the SEC.
- Negotiating all documents related to the IPO, including the underwriting agreement, employment agreements and lock-up agreements.
- Preparing the listing application for the company's securities, whether with NASDAQ, AMEX or NYSE.
- Assiting the company in satisfying its new securities law reporting and compliance obligations.
Our experience shows again and again that executive officers are often surprised by the stresses and demands that "going public" can place upon them in order to complete the offering while still being expected to manage the business. Our goal is to help your company's executives prepare for and understand the IPO process and to guide them through it expeditiously and efficiently.
To learn more about the process of preparing your company for its public offering, please contact Jeffrey Somers or Carl Barnes to begin a conversation.
