Former SEC Enforcement Attorney|15 Years Prosecuting Securities Fraud|(561) 706-7646
(561) 706-7646[email protected]
Frederick M. LehrerSEC Enforcement · Securities Counsel

Going Public Law

Going Public Law Attorney

Going public is one of the most significant milestones a company can achieve. It involves offering shares of stock to the public for the first time through an initial public offering (IPO) or other means of becoming a publicly traded company. This process is complex and requires careful planning, preparation, and compliance with a wide range of legal and regulatory requirements.

Frederick M. Lehrer is an experienced going public law attorney who has helped numerous companies navigate the complex process of becoming publicly traded. His extensive background in securities law, including nine years as an enforcement attorney with the SEC, gives him a unique perspective on the legal requirements and challenges involved in going public.

The Going Public Process

The process of going public involves several key steps, each of which requires careful attention to legal and regulatory requirements. Here is an overview of the typical going public process:

1
Decide to Go Public
The first step in going public is deciding whether it is the right move for your company. This involves evaluating your company's financial health, growth prospects, and readiness for the increased scrutiny that comes with being a publicly traded company.
2
Select an Underwriter
An underwriter is a financial institution or investment bank that helps facilitate the sale of stocks or bonds to the public. Companies may hire an underwriter to manage the initial public offering (IPO) process. During this process, you will need to draft several documents, including a registration statement, prospectus, and roadshow presentation.
3
Set a Price Range & Market the Offering
The underwriter will work with your company to determine a suitable price range for the IPO shares. This involves analyzing factors such as market conditions, industry trends, and financial projections. Once the price range is set, the underwriter will begin marketing the IPO to potential investors through various channels, such as roadshows, media coverage, and investor meetings.
4
Conduct Due Diligence
As part of the IPO process, the underwriter will also conduct due diligence to make sure that all necessary information about your company has been disclosed and that there are no legal or financial issues that could impact the IPO.
5
File a Registration Statement
You will need to file a Form S-1 Registration Statement for your business with the Securities and Exchange Commission (SEC). This document should include a detailed business description and market analysis, any audited financial statements according to the Generally Accepted Accounting Principles (GAAP), and any potential risks for investors. After submitting the registration statement, you must wait for the SEC to review and approve it before moving forward with the IPO.
6
Price Your Company Share & Market the IPO
Once approved by the SEC, the underwriters will work with your company to determine the initial offering price of the shares. This is a crucial step as it determines how much money your company will raise from the IPO. You will then need to work with the underwriters to market the upcoming IPO to potential investors.
7
Settle on a Date & Go Public
Once all preparations are complete, including obtaining SEC approval and finalizing pricing, you can set a date for the IPO. This is typically announced publicly and allows investors to plan for purchasing shares in your company. On the designated date, your company will officially go public and begin trading on the stock exchange.
8
Maintain Compliance After Going Public
Going public is only the beginning of a company's new regulatory responsibilities. Publicly traded companies must comply with periodic reporting requirements under the Securities Exchange Act of 1934. This includes filing quarterly reports (Form 10-Q), annual reports (Form 10-K), and current event reports (Form 8-K).

The Benefits of Going Public

Going public with your business often has many benefits. However, it is important to make sure your business is structured accordingly and complies with the regulations of the SEC and any regulating bodies in the countries where your business operates.

Access to capital
By offering shares of stock to the public, you can raise large sums of money that can be used for expansion, research and development, or other projects.
Increased credibility
Being a publicly traded company can increase a business's credibility and visibility in the market, making it more attractive to potential customers and investors.
Liquidity for shareholders
Going public allows existing shareholders to sell their shares on the open market, providing them with liquidity and potentially increasing their wealth.
Enhanced brand recognition
Being listed on a stock exchange can provide businesses with enhanced brand recognition, as well as exposure to a wider audience of potential customers.

How Frederick M. Lehrer Can Help

Frederick M. Lehrer provides comprehensive legal support throughout the going public process. His services include:

Advising on the best method for going public, whether through a traditional IPO, direct listing, or other means
Drafting and reviewing registration statements, prospectuses, and other required documents
Coordinating with underwriters, auditors, and other professionals involved in the going public process
Responding to SEC comment letters and communicating with SEC staff on your behalf
Ensuring compliance with all applicable securities laws and regulations
Providing ongoing legal support after going public to help maintain compliance with reporting requirements

Whether you are a startup looking to raise capital through an IPO or an established company considering a direct listing, Frederick M. Lehrer has the knowledge and experience to guide you through the process. Contact the firm today to schedule a free consultation and learn how Mr. Lehrer can help your company achieve its going public goals.

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The Insider's View on Going Public

What the SEC Is Looking For When Your S-1 Arrives

"When a company files an S-1, the SEC staff does not read it the way a potential investor reads it. They read it looking for what is missing — the risk factor that should be there but isn't, the related-party transaction that is disclosed but not adequately explained, the business description that uses aspirational language where factual description is required. I spent nine years reading filings that way. Now I help companies make sure their S-1 doesn't give the SEC staff anything to find."

— Frederick M. Lehrer, Former SEC Enforcement Attorney

Going public is not simply a financial transaction — it is a permanent change in a company's regulatory status. From the moment an S-1 is declared effective, the company is subject to ongoing disclosure obligations under the Securities Exchange Act of 1934: annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for material events. Officers, directors, and significant shareholders become subject to Section 16 reporting requirements and short-swing profit liability. The company's communications with investors become subject to Regulation FD. These obligations do not end.

The firm advises companies through every stage of the going public process: pre-IPO corporate structure and governance review, selection of the appropriate registration pathway (Form S-1, Form 10, Regulation A+, or reverse merger), preparation and filing of the registration statement, management of the SEC comment letter process, and post-effective compliance. For companies pursuing OTC market quotation on the OTCQB or Pink Sheets, the firm handles the application process and the ongoing reporting obligations that maintain quotation eligibility.

Many clients come to the firm after receiving an SEC comment letter on their initial registration statement filing. Comment letters are not rejections — they are requests for clarification or additional disclosure. But how a company responds to a comment letter matters significantly. A response that adequately addresses the staff's concerns moves the registration process forward. A response that is defensive, incomplete, or that introduces new disclosure issues can extend the review process by months. The firm's enforcement background is directly applicable to drafting comment letter responses that resolve the staff's concerns efficiently.

Read: Form S-1 — Where the SEC Applies Scrutiny →
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Contact Frederick M. Lehrer today to discuss your going public needs.

Enforcement Intelligence

Deep-Dive Analysis from a Former SEC Enforcement Attorney

Understanding how the SEC investigates and prosecutes securities violations is essential for any issuer. These analyses are written from the inside perspective of someone who built these cases.

Common Questions

Going Public FAQ

What is the going public process?+

The going public process typically involves deciding to go public, selecting an underwriter, setting a price range, conducting due diligence, filing a registration statement with the SEC, pricing shares, and setting an IPO date. Attorney Lehrer guides clients through each step.

What is Regulation A+?+

Regulation A+ is an SEC exemption that allows companies to raise up to $75 million from the public without a full IPO registration. It is often called a mini-IPO and is a cost-effective way for smaller companies to access public capital markets.

What is a Direct Public Offering (DPO)?+

A Direct Public Offering (DPO) allows a company to sell securities directly to the public without using an underwriter or investment bank. This can significantly reduce the cost of going public. Frederick M. Lehrer assists companies with DPOs including preparation of the offering circular and SEC filings.

How long does it take to go public?+

The timeline to go public varies depending on the method chosen. A traditional IPO typically takes 6-12 months. A Regulation A+ offering can take 3-6 months. A reverse merger can be completed in 2-4 months. Frederick M. Lehrer helps clients choose the most efficient path based on their goals and timeline.

What is an OTC Markets listing?+

OTC Markets Group operates three tiers: OTCQX (best market), OTCQB (venture market), and OTC Pink (open market). Companies can list on OTC Markets without a full SEC registration in some cases. Frederick M. Lehrer assists with OTC Markets applications, Form 211 filings, and ongoing compliance requirements.