Composition rules, financial expert requirements, Nasdaq and NYSE standards, and audit committee charter provisions for public companies.
Independence requirements under Rule 10C-1, compensation consultant engagement rules, and pre-IPO timing for committee formation.
Nominating and governance committee requirements, independent director standards under exchange rules, and controlled company exceptions.
Tax, dilution, and retention tradeoffs between RSUs and stock options as a company approaches — and completes — its IPO.
How double-trigger acceleration provisions work in RSU award agreements and why the design matters for employee retention post-IPO.
Structural, regulatory, and economic differences between a traditional underwritten IPO and a direct listing on a national exchange.
How pre-IPO secondary transactions are structured, the Section 4(a)(1) and 4(a)(7) exemptions, and company ROFR and consent rights.
AMT exposure on ISO exercises, Section 83(b) election timing, NSO withholding, and capital gains planning around an IPO liquidity event.
Charter amendments, board reconstitution, investor rights agreement termination, and agreements cleanup required before an IPO filing.
Section 302, 404, and 906 obligations, management assessment requirements, and how EGCs phase into SOX compliance over time.
Standard 180-day lockup provisions, early release mechanics, market standoff agreement requirements, and what happens at lockup expiry.
How to evaluate and select underwriting banks, manage the bake-off process, and negotiate underwriting agreement key provisions.
S-1 confidential filing, SEC comment process, road show mechanics, pricing, and closing sequence from initial filing to trading.
How to design an omnibus equity incentive plan that satisfies exchange listing requirements and institutional shareholder voting guidelines.
The EGC accommodations under the JOBS Act — confidential filing, reduced disclosure, extended phase-in periods — and their duration.