Building Your IPO Team — Who You Need and When

Going public requires assembling a team of eight to ten specialist advisors — each covering a distinct workstream. Most first-time public companies underestimate how early each role needs to be engaged, and how much the quality of each advisor affects both the timeline and the outcome.

The Eight Core IPO Advisors

While every IPO is different, the following roles appear on virtually every transaction. Some are mandatory by regulation; others are critical by practice.

When to Engage Each Advisor

Who Hires Whom

Understanding who controls each advisor relationship matters for fee negotiation and for managing conflicts of interest.

When to Engage Each Advisor

The sequencing of advisor engagements determines whether the IPO timeline holds. The most common mistake is starting the auditor too late — PCAOB rules require at least two years of audited financial statements in the S-1, which means the auditor needs to be engaged at least 18 months before the target filing date to audit the full required period.

Advisor Fee Ranges

Understanding typical fee ranges helps CFOs build the pre-IPO budget and evaluate whether the quotes they receive are reasonable. All ranges assume a $200M–$500M IPO; fees scale with deal size and complexity.

Running the Underwriter Bake-Off

The underwriter selection process — commonly called a "bake-off" or "beauty contest" — is typically run 6–9 months before the target S-1 filing date. Each investment bank presents to management and the board, covering their view of the company's equity story, comparable public company analysis, proposed valuation range, marketing strategy, and their distribution capabilities for the roadshow bookbuild.

What to evaluate in the bake-off:

• Analyst quality and coverage commitment: Who is the research analyst who will cover the stock post-IPO? What is their track record on comparable companies? How many companies do they cover? The analyst relationship persists for years — it is the most durable aspect of the underwriter relationship.
• Equity story and positioning: How does each bank frame the investment thesis? Which bank's version resonates most with management's own view of why the company is a compelling investment?
• Distribution reach: What institutional accounts does the bank have deep relationships with in your sector? The lead underwriter's book is only as strong as the accounts it can actually get orders from.
• Bankers, not the pitch: The managing directors who present in the bake-off are often not the people who work the deal daily. Ask who specifically will be running the transaction — and talk to that team directly.
• Recent IPO track record: How did the bank's recent deals in your sector perform? First-day return, 90-day return, and whether the stock is still covered by the analyst 12 months later are all signals.

Real-World IPO Team Dynamics

The composition and functioning of the IPO team can be as consequential as the company's fundamentals. These cases illustrate how advisor relationships play out in practice.

Snowflake — dual-lead with Salesforce/Berkshire anchors (September 2020): Snowflake's IPO team was led by Goldman Sachs and Morgan Stanley as co-lead underwriters — a common dual-lead structure for large technology offerings. What made Snowflake's team dynamics unusual was the announcement, on the day the roadshow launched, that Salesforce Ventures and Berkshire Hathaway were each making $250 million cornerstone investments at the IPO price. Having Warren Buffett — historically skeptical of technology IPOs — as a co-investor sent a powerful signal to institutional investors and contributed to the extraordinary demand. The lesson: the IPO team includes not just the underwriters but the quality of the cornerstone investor group that the lead underwriters can bring in.

Arm Holdings — 28-bank syndicate, largest in years (September 2023): Arm's $4.87 billion IPO involved a syndicate of 28 investment banks — one of the largest in recent memory. The wide syndicate reflected SoftBank's desire to maximize geographic distribution of Arm shares and build relationships with banks in key markets (US, UK, Japan, Taiwan, South Korea) where Arm's chip designs are extensively used. The lead managers were Goldman Sachs, JPMorgan, Barclays, and Mizuho. The unusual aspect: Mizuho, a Japanese bank, was given a prominent role reflecting SoftBank's Japanese investor base. This illustrates that underwriter selection is sometimes driven by strategic relationship considerations as much as by pure distribution capability.

WeWork — Goldman withdrawal and JPMorgan succession (2019): WeWork's IPO process featured a notable advisor drama: Goldman Sachs had been WeWork's primary banking relationship for years and was expected to serve as lead underwriter. As the S-1 drafting process advanced and the governance and financial concerns became clearer, Goldman's enthusiasm for the deal waned. JPMorgan, which had a competing relationship with WeWork, ultimately became the lead underwriter. When the roadshow was cancelled and the S-1 withdrawn, both Goldman and JPMorgan faced significant reputational questions about why they had agreed to underwrite an offering that institutional investors found so deeply problematic. The WeWork case is a reminder that underwriters have their own reputational interests and will sometimes push back on problematic disclosures or governance structures — but they also have significant fee incentives that can mute that pushback.

IPO Team Assembly — What Works and What Doesn't

Arm — 28-Bank Syndicate Reflects Global Distribution Need (2023)

The composition of Arm's 28-bank IPO syndicate reflected SoftBank's specific objectives: maximize post-IPO institutional shareholder coverage globally, ensure ongoing research coverage from a large number of sell-side analysts, and distribute fee income broadly enough to incentivize active deal marketing across multiple regions. The four co-leads (Goldman Sachs, JPMorgan, Barclays, Mizuho) handled the primary bookbuild and largest allocations. The next tier of bookrunners covered European institutional investors (Deutsche Bank, BNP Paribas, HSBC), Asian institutional investors (Daiwa, SMBC Nikko, China International Capital), and US mid-tier institutions. The breadth of the syndicate was unusual for a deal of this size — most $5 billion IPOs use 6–10 banks — and reflected SoftBank's priorities over pure fee efficiency. Companies with more concentrated investor targeting and fewer geographic requirements typically do better with smaller, more focused syndicates where each bank has a meaningful allocation to distribute and a real incentive to work the deal.

WeWork — Goldman Withdrawal Signals Team Breakdown

The implicit withdrawal of Goldman Sachs from its co-lead role in WeWork's 2019 IPO process illustrated how an IPO team can fracture when the underlying deal becomes unviable. Goldman had been deeply involved in WeWork's private financing history — it was an advisor on multiple rounds and had relationships with both WeWork and SoftBank. When the S-1 was filed and institutional investor reaction turned sharply negative, Goldman's ECM team began distancing itself publicly from the transaction. JPMorgan, also a co-lead, stayed engaged and ultimately provided the rescue financing after the IPO was cancelled. The differential behavior of the two lead banks was closely observed by the institutional investor community: Goldman's withdrawal was read as a signal from an insider that the deal was not salvageable, while JPMorgan's continued engagement reflected its banking relationship with SoftBank.

Snowflake — CEO Credibility as a Team Asset

One underappreciated element of Snowflake's exceptional IPO outcome was the credibility of CEO Frank Slootman in the institutional investor community. Slootman had previously taken ServiceNow public in 2012 and grown it into a $100+ billion market cap company — making him one of a small number of CEOs who had successfully navigated the IPO process and the subsequent years of public company management before. When institutional investors attended Snowflake's roadshow meetings, they were not evaluating an untested CEO — they were evaluating a proven operator with a track record of post-IPO value creation. The Slootman factor was genuinely significant in Snowflake's bookbuild: long-only funds that might have been skeptical of a pre-profitability enterprise software company were comfortable making large commitments because of their confidence in Slootman's operational execution ability. The lesson for private companies preparing for IPO: CEO credibility and track record are legitimate components of the IPO team's strength.

When to Engage Each Advisor

The sequencing of advisor engagements is as important as the selection. Engaging advisors too early wastes fees; too late creates preparation gaps that cannot be closed before the S-1 filing deadline.

IPO Project Management

The IPO process involves 8–10 advisor teams working in parallel across dozens of parallel workstreams. Without effective project management, critical dependencies are missed and timelines slip. Best practices:

• Weekly all-hands drafting calls: All advisors join a weekly update call throughout the S-1 drafting period — IPO counsel, company, underwriter counsel, auditors, and financial printer. These calls maintain pace, surface interdependencies, and ensure everyone is working from the same version of the document.
• Master workstream tracker: A shared project management document (typically maintained by IPO counsel) lists every workstream, the owner, the status, and the deadline. Updated weekly and reviewed on the all-hands call.
• IPO readiness dashboard: Senior management reviews a dashboard weekly showing the status of each readiness workstream — accounting, SOX, governance, D&O, data room, IR. Red/yellow/green status makes escalation decisions easy.
• SEC filing logistics: The financial printer coordinates the actual EDGAR filing — timing, exhibits, XBRL tagging, and format review. Plan for a 24–48 hour filing window; unexpected document preparation issues regularly cause delays at this stage.

Building the Internal IPO Team

External advisors execute the IPO, but the internal team owns the company's narrative and the accuracy of every disclosure. Companies that do not build adequate internal capacity to manage the IPO process typically experience delays, disclosure errors, and post-IPO control deficiencies. Core internal roles needed:

• CFO: Owns the financial narrative, the MD&A, the non-GAAP policy, and the overall S-1 process. Should have public company experience if possible.
• Chief Accounting Officer / Controller: Owns the technical accounting workstreams, the financial statements, and the interface with the auditors. A critical hire if the company does not have one — should be hired 18 months before the IPO.
• General Counsel: Owns the legal diligence workstreams, governance restructuring, insider trading policy, and the interface with IPO counsel.
• Head of Investor Relations: Can be hired 12 months before IPO or outsourced to the IR firm initially. Owns the equity story, the IR website, the earnings process, and the investor targeting program.
• VP Finance / FP&A: Owns the financial model that underlies guidance, the non-GAAP reconciliations, and the financial data quality for the S-1 tables.