Finance (Initial Public Offering - IPO)

 

• Coordination and management of all internal legal activities related to furthering the IPO, and liaison to the SEC.

 

• Managing pre-IPO corporate housekeeping and IPO preparations (including negotiating and drafting lock-up agreements, anticipation and solution of issues during the SEC review process, filing responses to SEC comments, form S-1, preparation and negotiation of the confidential treatment request, preparation and submission of the exchange listing application and responses to comments from such exchange, formulation of relevant policies such as insider trading and investor relations, advice to the Board)

 

• Participation in identifying and selecting prospective investment bankers, law firms, underwriters, accountants, auditors and leading analysts, executive compensation consultants and other relevant Subject Matter Experts (SMEs).

 

• In-depth due diligence (including business plan, organization charts, minutes of meetings and audited financial statements, corporate governance documentation and SEC filings, key metrics, cheap stock analysis for IRC Section 409A compliance, stock valuations, board composition, board committees, corporate policies, codes of conduct, Securities Act Rule 701, Sarbanes-Oxley (SOx) Section 404; schedule of assets; schedule of liabilities; capitalization summary; shareholder lists; key personnel information; all existing material agreements).

 

• Analysis and recommendations regarding existing or pending litigations and proceedings, defensive measures (such as Board classifications; elimination of cumulative voting, written consent to act, calling special meetings; advance notice for director nominations and stockholder proposals; undesignated preferred stock class; supermajority voting).

 

• Review and recommendations regarding the risk management structure and all insurance policies.

 

• Drafting, review and negotiation (including letter of intent, IPO fact book, underwriting agreement, comfort letter, draft registration statement, SEC registration statement, lock-up agreements, use of the SEC Electronic Data Gathering and Retrieval (EDGAR) system, blue sky filings, prospectus, closing documentation, third-party consents.

 

• Recommendations, selection and use of virtual data rooms (VDRs), including iDeals, Intralinks, Merrill Datasite.

 

• U.S. legal consultant for life sciences and genetic research international corporation, forming a U.S. start-up subsidiary to manufacture Human Identification Devices (HIDs), with the goal of offering an IPO after three years; responsible for authoring founder stock option plans, equity participation and compensation plans, negotiation and authoring of venture capital, financing and all relevant internal agreements.

 

• Legal support for the various phases in the IPO process, such as pre-IPO transformation, selecting an investment bank for an underwriter, due diligence and filings (best efforts agreement, engagement letter, firm commitment, letter of intent, private filings, prospectus, red herring, registration statement, syndication of underwriters, underwriting agreement), offer pricing, stabilization, quiet period and transition.

 

• Legal support for various funding mechanisms in the IPO process, such as pre-seed funding, bootstrapping, seed capital, angel investor, venture capital, bridge loans, mezzanine financing, product development, Series A funding, Series B funding, Series C funding, Series D funding, stock market launch.

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    Last updated 200518_1744