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?

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: Engagements run either hourly against a blended estimate or as a fixed fee for the defined IPO scope, with hourly billing beyond it. Get the specific fee proposal in writing before engaging.

Leading IPO Counsel Firms

IPO Counsel — Who Led Which Deals

Wilson Sonsini — The Silicon Valley Volume Franchise

Wilson Sonsini describes itself as having advised more US technology companies on their IPOs than any other law firm — a credible claim rooted in structure: the firm's client relationships with venture-backed companies typically begin at the Series A or B stage and carry through to the IPO, producing a standing pipeline of registration work across enterprise software, cloud infrastructure, life sciences, and fintech. For companies evaluating counsel, the practical takeaway is pipeline depth: ask any candidate firm for its completed IPO list in your sector over the last 24 months rather than relying on brand alone.

Cooley — The Growth-Stage Franchise (Snowflake, 2020)

Cooley's venture-stage client base feeds a steady stream of IPO mandates, and Snowflake's 2020 offering is the verified example of the model working: contemporaneous Bloomberg Law coverage identified Cooley as the big-law winner of the year's marquee software IPO, down to a venture-arm equity stake in the client. Retail-heavy structures show why counsel depth matters wherever the mandate lands: Robinhood's 2021 IPO reserved an unusual 20–35% of shares for its own customers, and Reddit's 2024 directed share program for users and moderators ran through a multi-year review — both demanded securities and FINRA analysis well beyond a standard S-1. Cooley competes head-to-head with Wilson Sonsini for growth-stage technology mandates.

WeWork — Skadden Could Not Prevent S-1 Withdrawal (2019)

Skadden, Arps, Slate, Meagher & Flom served as WeWork's IPO counsel during the 2019 S-1 process. Despite Skadden's reputation as one of the leading capital markets practices in the US, the counsel engagement could not prevent the S-1 withdrawal — because the problems with the WeWork offering were not legal problems. The governance disclosures (supervoting shares, founder succession provisions) were legally permissible, even if institutional investors found them unacceptable. The related-party transactions were disclosed in accordance with SEC requirements, even if the disclosures were damaging. The WeWork case is a useful reminder that IPO counsel resolves legal and disclosure compliance problems — it cannot resolve business model problems, governance culture problems, or management credibility problems that ultimately determine whether institutional investors will participate in an offering.