Initial Public Offerings:

A Practical Guide to Going Public

Craig Hilts
PARTNER

Scott Lunin
PARTNER

ORDER NOW
While the concept of “going public” holds a special allure in both the business world and
popular culture, the process of actually planning for and completing a successful initial public
offering is not well understood by those who have not been through it. Many entrepreneurs
aspire to an IPO someday, but may have little understanding of what it takes to make their
companies IPO-ready—let alone the insight needed to make critical judgment calls at every
stage of the arduous 12–18 month IPO journey. But in today’s tumultuous financial and
regulatory landscape, it is more vital than ever for management teams to prepare, plan and
stay tightly organized in order to increase their chances of IPO success.

Updated at least once a year and hailed by executives, entrepreneurs, general counsel,
investment bankers and venture capitalists alike as the definitive IPO guide, Initial Public
Offerings: A Practical Guide to Going Public is the ultimate roadmap to the IPO process. This
comprehensive resource charts every twist and turn on the IPO journey and provides battle-
tested, practical advice on how to navigate the roadblocks to reach your destination—a winning
IPO. Initial Public Offerings: A Practical Guide to Going Public is packed with best practices,
planning tips and sample documents, allowing you to access in an instant the essential
information that other companies and their advisors often spend the entire IPO process
working to amass.

Above all, this book is a practical, readable resource for C-level officers, board members and
company counsel. Unlike other IPO guides, which are too often weighed down with dense
citations and securities law esoterica, Initial Public Offerings: A Practical Guide to Going Public
demystifies what may seem an impenetrable process, seasoning its clear explanations of IPO
mechanics with straightforward, action-oriented insights. Whether you’re preparing for the
rigors of due diligence, facing the challenge of drafting the Form S-1 or still trying to decide
whether an IPO or an alternative such as a direct listing, a SPAC merger or something else is
the right path for your company, this book will help you frame smart questions and make better
decisions every step of the way.

Table of Contents
PART I: GETTING READY TO GO PUBLIC

Chapter 1
An Introduction to the IPO Market

Chapter 2
The Elements of Success: Building a Startup Company for an Eventual IPO
Chapter 3
Corporate Housekeeping

Chapter 4
Accounting Preparation

Chapter 5
Corporate Governance; and Appendices 5A-5B

Chapter 6
Oversight, Controls, and Policies

Chapter 7
Pre-IPO Acquisitions

Chapter 8
Financial Planning for Executives of Pre-IPO Companies

Chapter 9
Assembling the IPO Team

PART II: GOING PUBLIC

Chapter 10
An Overview of the IPO Process

Chapter 11
The Quiet Period and Other Publicity Issues

Chapter 12
Potential Liability and the Purposes of Due Diligence

Chapter 13
Preparing the Form S-1

Chapter 14
Selling Stockholders

Chapter 15
Stock Exchange Listing; and Appendix 15A

Chapter 16
Initial Filing or Confidential Submission of the Form S-1

Chapter 17
The SEC Review Process

Chapter 18
Marketing the Offering

Chapter 19
Demystifying the Underwriting Process

Chapter 20
Effectiveness, Pricing, Trading, and Closing; and Appendices 20A-20C

Chapter 21
Out-of-the-Ordinary IPOs —Special Issues for Special Issuers

PART III: BEING PUBLIC: SELECTED POST-IPO TOPICS

Chapter 22
First Days as a Public Company; and Appendix 22A

Chapter 23
Investor Relations and Other Public Communications
Chapter 24
Post-IPO Liquidity, Fundraising, and Acquisitions

Reviews

If an IPO were a place, this book would be its Baedeker. Both informative
and entertaining, this book draws on a wealth of personal and institutional
knowledge and experience to explain and demystify the IPO process. All
participants in the process—even the hardiest veterans—will find
something in this book that they didn’t know before they picked it up. I
know that I did.
Now more than ever, IPOs must be led by people who have an intense
knowledge of the issues that arise and how a deal gets done. This superb
book shares some of the most useful information on that topic that I have
seen, and does so with a highly practical and readable approach that never
needlessly veers into the legalistic.
An extraordinary achievement, this book is truly the roadmap to successful
completion of any IPO. Now more than ever, executives, directors and
advisors need comprehensive guidance to avoid the potential pitfalls of the
IPO process—and to be ready for the intense scrutiny that accompanies
public company life. No other IPO resource puts so much critical
information together in one easy-to-use format.
There’s nothing I like more than practical guidance. And this book sure fits
the bill as a detailed step-by-step guide that every practitioner should have.
A perfect starter’s kit.
There is no better practical tool for anyone needing an in-depth, step-by-
step guide to the IPO process. Anyone embarking on the IPO road will
benefit from the book’s insights on dealing with the SEC, and from its
practical advice on every business and corporate governance issue that
must be addressed in taking an enterprise public.
An invaluable and comprehensive resource for the experienced
practitioner and novice entrepreneur alike.
This book unravels the intricate and often perplexing mysteries of the IPO
process in a cogent, straightforward fashion, and will serve as an
indispensable guide for first-time or repeat IPO executives and board
members. CEOs should keep this book at their side from the moment they
first seriously consider an IPO… and will soon find it dog-eared with
sections that inspire clarity and confidence.
This is the ultimate comprehensive and readable book covering the IPO
process and corporate governance basics. Having completed two IPOs and
one dual-track process that resulted in a sale of the company, I consider this
a “must read” for corporate executives, board members and private equity
investors contemplating an IPO or other liquidity event.
This guide takes the mystery out of the IPO process and makes it
understandable to lawyer and layman alike. It should be required reading
for management and boards of any company contemplating a public
offering. This book sets the standard against which any future IPO guide
will be measured.
A veteran of four IPOs as CFO or Audit Committee chair, I was humbled
by how much I learned reading this book. Initial Public Offerings: A
Practical Guide to Going Public can help save any company substantial
expense, accelerate the process and lead to a more successful IPO, and is
indispensable for anyone with an IPO in their future.
This book demystifies the entire IPO process, from A to Z. It is incredibly
easy to find what you are looking for and, most importantly, to quickly
understand the subject matter. Whether you are a C-level executive, a
seasoned practitioner or Joe the Plumber, you will benefit greatly from
having so much pulled together in one organized spot.
This book consolidates in one place information I had to gather from
multiple sources as my last company prepared to go public. It takes the
mystery out of the process, and provides real-world guidance on what you
need to worry about and when. For anyone pursuing an IPO or dual-track
strategy, this book is a must.
Nothing completely prepares one for the challenges of the IPO process
other than having done it before. This book will serve as an excellent basic
educational tool for some and a great reference book for all involved in the
 IPO process. I highly recommend that all C-level officers involved in an
IPO keep a copy nearby.
This book is a welcome and important resource for every corporate
executive and general counsel faced with the exciting and challenging
prospect of an initial public offering. I wish this book had been available
when our company had its IPO. I would have found this practical guide
invaluable then, and I highly recommend it to anyone contemplating an
IPO now.
I wish this book had been around when our company went through the
IPO process. As the general counsel, I spent countless hours seeking the
information that is collected in this single volume. The author lays out the
nuts and bolts of the going public process, as well as real world advice not
found in other guides. This is the “IPO playbook” that the general counsel
of any company that intends to go public will keep on his or her desk and
refer to often.
An outstanding resource for anyone involved in or preparing for an IPO.

The essential IPO guide for venture capitalists and the companies they
fund. An instant classic.
This book is a comprehensive and essential resource for any company
considering going public. Directors, officers and in-house counsel of
emerging companies will find a wealth of practical information (from
incorporation to public company) presented in an interesting and
extremely readable format.
An IPO is often seen by entrepreneurs and their investors as the ultimate
achievement in the development of a company. This highly readable book
gives management teams a thorough, understandable overview of the
complex IPO process and how to survive it.
Today’s IPO market is vastly different than that of the go-go years of the
1990s, and participants need to re-educate themselves on the new world
order. This book dissects every key element of the modern IPO process
and provides a framework that should be reviewed by all parties—bankers,
lawyers and executive management teams.
 In almost 30 years of service to publicly traded companies, as outside
counsel, CLO, CFO and now as an investment banker, I have never seen a
more complete, readable, well-organized and reliable guide to the IPO
process. This book is the perfect blend of legal, business and real-world
insight into one of the most important events in a company’s corporate
life. Don’t go public without it!
An IPO is the most important event in a company’s life. This essential
guide provides private companies and their boards with a powerful
resource for successfully navigating the IPO process.
An IPO can be frightening, confusing and frustrating for first-timers and
old-timers alike. This book pulls back the curtain and methodically dissects
each aspect of the process in an easy-to-understand manner. I’ve never
come across a more thorough, practical—and even engaging—IPO guide.
This book is an essential resource for executives, board members, venture
capitalists and others preparing to take the IPO plunge.
A thoughtful, clear and comprehensive overview of the IPO process. A
must-read for company executives, securities lawyers and capital markets
professionals alike.
An IPO is challenging enough, so why go in unprepared? This readable and
accessible book is a prerequisite for anyone interested in going public,
covering every step of the IPO process and the necessary preparations
leading up to it.
Over the last 20 years, I have read most, if not all, of the books on IPOs.
Without a doubt, this book is the best. It reminds me of Sunday brunch at
the Rainbow Room in New York City: a fantastic smorgasbord of
information—pick and choose what you want; you will not be
disappointed!
An entrepreneur needs foresight, common sense and a touch of luck to
build a business for an eventual IPO. I found all this and more in this book.
By distilling vast experience into practical guidance, and presenting it in an
engaging, easy-to-follow style, this book will enable business managers to
grow their companies while avoiding the missteps that can hamstring
future IPO plans.
Having spent decades as a “serial entrepreneur,” I can safely say that I have
never seen a resource that is more comprehensive and insightful about the
process of preparing for and completing an IPO. This information is
invaluable—worth potentially thousands of times the cost of the book.
Anyone involved with a company that plans to go public simply cannot
afford to be without it.
IPOs have a special place in business and legal practice. This book will be a
valuable and highly useful resource for all those who practice and
participate in this critical process.
If you need one book on the public offering process, this is it. This
masterful work explains the financial, governance and legal realities of the
IPO process from a perspective valuable to entrepreneurs, first-time
issuers, young attorneys and grizzled veterans alike. Chock full of pragmatic
insights, the book lays bare obscure Wall Street practices and arcane SEC
regulations with a clarity and precision rare in the field.
The most complete book about going public ever written—almost
everything a company’s management needs to know. This book is
completely up-to-date on the ever-changing requirements for going public
in the U.S.
Authors

David A. Scott Lunin

 [email protected]
 +1 212 295 6388