We started preparing in earnest in summer 2018, and officially kicked off the process in the fall. We went public on March 29, 2019, which may seem like the end of the process, but it isn’t! Following opening bell, there’s still the actual closing of the IPO a few days later, followed by the closing of the greenshoe option. For reference, this was considered a compressed schedule by both outside counsel and our underwriters, and it was made all the more compressed by the unprecedented length of the government shutdown. Miraculously we made it all happen on schedule as planned.
Even within the legal team, we had a highly cross-functional effort. As one would expect, the corporate team led the project and did the bulk of the work, including drafting the S-1 and working with underwriters’ counsel on diligence. What might be more surprising to the TechGC community is that we also called upon a number of other subject matter experts on the legal team, including compliance, privacy, employment and product. We also relied heavily on the litigation team to make sure that our disclosures were buttoned up, and to assist in working with our auditors on the representations management needs to make to them.
I did, but only by a few people. I was lucky to have had a strong corporate team in place for several years, so just bolstered that existing team by adding two attorneys with deeper capital markets/securities reporting experience.
We’d worked with Wilson Sonsini for a number of years prior to the IPO, and developed a solid relationship during that time, so there was absolutely no question we’d work with them as company counsel. Given the long-standing relationship, we didn’t need to educate them on the business. That said, I’d optimize for competency of counsel over prior relationship (we were lucky to get both). If your company is considering going public make sure you are working with one of the (relatively few) firms that regularly handles tech IPOs. As far as division of labor, Wilson Sonsini was able to give us the perspective on standard market practice, and what they saw as hot button issues for the SEC. They took the laboring oar as far as drafting sessions, and we provided the deep dive on company-specific issues when necessary.
Having that strong underlying corporate team in place made it far less daunting. I know that I’m extremely fortunate to have a larger legal team than many, but having a dedicated corporate team (at least one person!) is necessary in the IPO process so that the GC can be freed up to handle all their other responsibilities.
Make sure to communicate early and often with your CEO & CFO before and during the process. We had weekly meetings to ensure total alignment on project and strategy. And don’t be afraid to call upon your GC colleagues for a sanity check. I spoke to other GCs regularly (both those who’d already been through the process and those who were going through it in parallel), and was able to both give and receive crucial advice in doing so.