Practice Area
Going Public
Going Public Is Not Merely a Transaction; It Is a Transformation
Companies go public to raise capital and to create liquidity for founders, employees, and existing investors. Public stock also serves as acquisition currency, as employee compensation, and as a source of visibility. Getting there means taking on new governance requirements and disclosure obligations. The preparation takes long enough that a company can miss the window it was aiming for, and once closed, windows can stay shut for a long time. We help companies prepare for that transformation and assemble the team that gets them there.
Going Public Is One Path, Not the Only One
Private equity, debt financing, continued bootstrapping, and an outright sale each address different objectives. A company that elects to go public has multiple paths to choose from: a traditional IPO, a direct listing, a SPAC, and a reverse merger. Each differs in cost, timeline, dilution, market validation, and the certainty risks it carries.
We help you assess whether going public serves the company's actual objectives, compare the routes against each other, weigh stay-private alternatives, and judge readiness honestly.
Preparation Starts Twelve to Twenty-Four Months Out, Often Longer
Typically, companies take twelve to twenty-four months, sometimes longer, on public-company readiness activities such as:
- adjusting accounting and financial reporting so statements meet PCAOB audit standards
- identifying and recruiting a new board capable of both adding value and clearing public-company independence standards
- staffing the governance and finance functions with specialist employees and vendors
- putting the corporate record and cap table in order to support diligence and financial reporting
- aligning an open market window, the company's readiness, and its need for capital
Everything downstream, including the registration statement itself, waits on financial statements that will survive a PCAOB audit. Problems found eighteen months out are projects. The same problems found under a filing deadline are emergencies. Remediation can push a filing past a target filing date, which can mean stale financials, added expense, and even missing the IPO window entirely.
We help you work backward from the target listing date, start with the gaps that take longest to close, and engage the accounting and audit specialists the timeline requires.
See also: Equity & Cap Tables
Going Public Requires a New Bench, Inside and Out
Going public requires a new bench of specialist employees and outside vendors engaged for the process and thereafter.
| Function | Role | Who provides it |
|---|---|---|
| Readiness and coordination | Assessing gaps, sequencing the work, selecting and briefing advisors, keeping the workstreams aligned | Launch Support |
| Typical company hires | A CFO / CAO with public company experience, a comptroller with financial reporting experience, an executive responsible for investor relations | The company |
| IPO counsel | Drafting the registration statement, managing SEC review, transaction execution | Specialist securities firm |
| Technical accounting | Public-company reporting conversion, technical accounting memos and workbooks, preparing financial statements, footnotes and disclosures | Technical accounting advisors |
| Audit | Auditing financial statements to public-company standards | PCAOB-registered audit firm |
| Valuation | 409A and other valuation work supporting equity and financial reporting | Valuation consultants |
| Underwriter / investment bank | Structuring, book-building, pricing, and distribution in an underwritten offering; placement agent for a PIPE alongside a direct listing, reverse merger, or de-SPAC | Investment banks |
| Public-company infrastructure | Transfer agent, EDGAR filing, investor relations, disclosure and equity administration systems | Public-company vendors |
Dustin has led public company readiness and coordination initiatives through multiple stages of maturity and go public pathways, including an IPO effort taken through SEC clearance and roadshow, a de-SPAC merger agreement through public announcement, a public company spinoff, and reverse merger negotiations on behalf of private clients.
See also: Fractional General Counsel
Public-Company Governance Is a Layer on Top of State Law
Private-company governance runs on state corporate law and whatever the company negotiated with its investors. Public-company governance adds a layer above it, imposed by securities laws and exchange listing standards. Some requirements phase in at or after listing, and others are scaled to the company's filer status, with emerging growth companies and smaller reporting companies carrying reduced obligations for as long as they qualify.
We help you:
- assess board and committee composition against independence standards, engage the search firms that recruit directors, and onboard them once they join
- establish committee charters and corporate governance guidelines
- draft the policies a public company is expected to have: code of business conduct, insider trading, Regulation FD, related-party transactions, whistleblower procedures, and compensation clawback
- prepare the director and officer questionnaires that support independence determinations and disclosure
- build the disclosure controls and reporting practices the layer requires
- sequence what has to be in place at listing, what phases in afterward, and what is scaled by filer status
See also: Board and Stockholder Governance
The Obligations Begin at Listing
Reporting runs on deadlines set by the SEC and the exchange: annual and quarterly reports, current reports when something material happens, and a proxy statement each year. Alongside it sit continued listing standards, disclosure controls and the certifications that go with them, Section 16 reporting by directors and officers, and executive compensation disclosure. Board and committee process, annual meetings, policy reviews, and director questionnaires recur every year.
The team that got the company public generally disperses, and the obligations do not.
After listing we help you:
- build the internal calendar and process for periodic reporting
- establish disclosure controls and Section 16 compliance practice
- run board and committee process on a public-company schedule
- stand up the ongoing advisor relationships a public company needs