Selecting IPO Counsel — How to Evaluate Securities Lawyers

Your choice of IPO counsel is the most consequential advisor decision you will make. A great securities lawyer keeps your S-1 on schedule, anticipates SEC comments before they arrive, and protects you from disclosure missteps that can derail the deal. A weak one does the opposite — and you won't know the difference until it's too late to switch.

What IPO Counsel Actually Does

Company IPO counsel leads the legal workstream from early preparation through listing. Their work falls into four phases:

• Pre-filing preparation (12–6 months): Corporate clean-up — Delaware reincorporation, cap table remediation, material contract review, governance restructuring, equity plan adoption.
• S-1 drafting (6–3 months): Drafting and negotiating every section of the registration statement — business description, risk factors, MD&A, governance disclosures, executive compensation.
• SEC review (3 months – effectiveness): Managing comment letter responses, coordinating with the SEC staff, filing amendments, and obtaining effectiveness.
• Roadshow and pricing (final 2 weeks): Managing the legal aspects of the roadshow, comfort letters, legal opinions, and closing documents.

The Firm Tiers

Running the Bake-Off

Most companies interview 3–5 firms. A well-run bake-off typically takes 4–6 weeks and follows this structure:

Questions to Ask in the Bake-Off

• Who specifically will be the lead partner on our deal from engagement through closing — and will that same person be our day-to-day contact?
• How many S-1s did your team file in the past 12 months? What were the outcomes?
• Walk us through how you handle an unexpected SEC comment letter round — who manages the response, what's the typical timeline?
• Have you worked with companies at our stage and complexity? What were the most challenging disclosure issues you resolved?
• What is your approach to gun-jumping compliance during the pre-filing period?
• How do you manage the legal workstream in parallel with the audit and underwriter workstreams?
• What is your estimated total fee for a transaction of our complexity, and how do you structure billing?
• What is your firm's policy on partner continuity in the event of partner departure or leave mid-engagement?

What IPO Counsel Actually Does

Company IPO counsel leads the most complex and time-sensitive legal workstreams in the going-public process. The full scope:

• S-1 drafting: Lead drafting responsibility for the S-1 registration statement — risk factors, business description, governance sections, selling stockholder information, exhibits. Coordinates with management, underwriter counsel, and auditors through multiple draft cycles.
• SEC comment letter response: Leads the written response to SEC staff comments — analyzing each comment, coordinating the management response, and drafting the letter with supporting documentation.
• Corporate governance restructuring: Before the S-1 is filed, the company must convert to a Delaware C-corp (if not already), adopt public company charter documents, establish board committees (audit, compensation, nominating/governance), adopt an insider trading policy, and implement a code of business conduct and ethics. IPO counsel drafts and executes all of these documents.
• Equity plan preparation: The company's 2024 Equity Incentive Plan (or equivalent) must be drafted, approved by the board and shareholders before the IPO, and registered on Form S-8 simultaneously with the IPO. IPO counsel prepares and files these documents.
• Legal diligence: Comprehensive legal due diligence — IP ownership verification, material contract review, litigation history, IP assignments from founders and early contractors, regulatory compliance assessment.
• Underwriting agreement: Negotiates the underwriting agreement with underwriter counsel — including representations and warranties, indemnification provisions, lock-up provisions, and greenshoe mechanics.
• Exchange listing: Prepares and files the exchange listing application with NYSE or Nasdaq; coordinates the listing approval process.

The IPO Counsel Market

IPO legal work is concentrated among a relatively small number of firms with dedicated securities practices and the scale to staff major transactions. The market broadly divides into three tiers:

• Top-tier technology/VC-aligned firms: Cooley, Wilson Sonsini, Goodwin Procter, Latham & Watkins, Fenwick & West — handle the majority of venture-backed tech and life sciences IPOs. Offices in San Francisco, New York, Boston, and Austin are most relevant.
• Major national firms with strong securities practices: Skadden Arps, Sullivan & Cromwell, Davis Polk, Kirkland & Ellis — particularly relevant for larger-cap IPOs, financial services companies, and cross-border transactions.
• Regional and mid-market firms: Stradling Yocca, Vinson & Elkins, Bass Berry & Sims — appropriate for smaller IPOs where relationship and cost are prioritized over brand recognition.

IPO Counsel Fee Benchmarks

IPO legal fees are significant and should be budgeted carefully. Typical ranges for company IPO counsel fees:

• Pre-IPO corporate governance and equity plan work: $150K–$400K (12–18 months pre-IPO)
• S-1 drafting and SEC review process: $800K–$2.5M (for a standard tech IPO)
• Total company counsel fees (registration through closing): $1.5M–$4M+

Note that underwriter counsel (who represents the investment banks) adds another $1M–$3M in legal fees, borne by the company as part of the underwriting transaction costs. The total legal spend for a mid-size technology IPO typically runs $2.5M–$7M across company counsel and underwriter counsel combined.

What IPO Counsel Actually Does

Company IPO counsel leads and coordinates the legal workstream throughout the IPO process. The scope of work is broader than most management teams realize when they first engage:

• Pre-filing corporate cleanup: Reviewing and cleaning up the cap table, converting outstanding SAFEs and convertible instruments, amending charter and bylaws for public company governance, and resolving any ownership, IP, or litigation issues that would create problems in the S-1.
• S-1 drafting: Leading the legal drafting of the S-1 — specifically the risk factors, business description, governance disclosures, related party transactions, underwriting section, and all exhibits. The financial printer formats; counsel controls the content.
• SEC correspondence: Drafting and reviewing all SEC comment response letters — a technically demanding task that requires deep knowledge of Regulation S-K, the SEC's current examination priorities, and precedent from comparable comment resolution processes.
• Underwriting agreement: Negotiating the underwriting agreement with underwriters' counsel — including the representations, covenants, indemnification provisions, and lock-up terms.
• Corporate governance setup: Implementing the NYSE/Nasdaq-required governance structure — majority-independent board, audit/compensation/nominating committees, insider trading policy, code of ethics, clawback policy.
• Comfort letters: Coordinating with the auditor to produce the "10b-5 comfort letter" that the underwriters require before signing the underwriting agreement.

How to Select IPO Counsel

The selection criteria for IPO counsel are different from general outside counsel. The key attributes:

• Volume of recent IPOs in your sector: A securities practice that has handled 15 SaaS IPOs in the last 3 years knows what SEC staff focus on for SaaS disclosure, which risk factors draw comments, and what the current market practice is for your type of company. This experience cannot be manufactured by a generalist securities team. Ask specifically for a list of comparable IPOs completed in the last 24 months.
• Who specifically will work your deal: Bait-and-switch is common in law firms — partners are sold, associates do the work. The critical question is: who will be the day-to-day partner on your transaction, how many active IPO transactions is that partner currently running, and will they personally attend all-hands drafting sessions?
• Underwriter counsel relationships: The lead underwriter will hire its own counsel (typically a different major firm). The two counsel teams must have a functional working relationship — they will be in the same room for weeks. Ask which underwriters' counsel your IPO counsel works with most often and whether there are any adversarial relationships to be aware of.
• Fixed fee vs. hourly: Most IPO counsel engagements are structured as a blended fixed fee for the IPO transaction, with hourly billing for work beyond the defined scope. Get the specific fee proposal in writing before engaging.

Leading IPO Counsel Firms