Cooley, PwC and RR Donnelley Offer Advice to Companies Considering an IPO

San Francisco, Calif. – May 1, 2013 – Cooley LLP, PwC US and RR Donnelley recently hosted an event to help prepare CFOs and companies as they consider an IPO.

The event, titled, "Preparing for and Executing a Successful IPO," was held on April 24, 2013 in San Francisco. It featured an overview of the US IPO market by Kempton Dunn, an Executive Director at Morgan Stanley, and a keynote address by Wayne Carnall, PwC SEC Services Partner and former SEC Chief Accountant of the Division of Corporation Finance.

Cooley Business partner David Peinsipp, Dunn of Morgan Stanley, and PwC partner Bryan McLaughlin offered an advisor's perspective on key tactics to deliver a successful IPO on a panel moderated by Cooley Business partner Drew Williamson. Together, they offered the following guidelines to companies considering an IPO:

  • Plan ahead to take advantage of market opportunities.
    Careful thought, preparation and planning are critical to executing a successful IPO. The goal is to be in control of the process and the timing for each step of the IPO to avoid unnecessary delays, which could be costly to the company.

  • Ensure IPO and "Being Public" readiness preparations are cross-functional and comprehensive.
    The JOBS Act (2012) created significant accommodations for companies accessing the capital markets. Many companies are using the "IPO on-ramp" created by the JOBS Act to improve their path to market and ease their post-IPO regulatory burdens. However, the JOBS Act did not eliminate the need for thorough preparation to "Go Public" and "Be Public." The impact of the JOBS Act on reporting to date shows that most companies continue to choose to include three years of audited financial statements.

  • Understand recent changes to regulations and their impact on the process.
    The governance and compliance landscape for IPOs continues to evolve. Consequently, readiness activities for IPOs should be done with consideration of the impact to management and the company, as well as the board of directors, including identifying and educating non-executive and independent board members early. Additionally, proposed rulemaking may require NASDAQ-listed companies to have internal audit functions at the time they initially list, which will require an additional level of planning that was historically left to a later stage in a company's life cycle.

  • Build your internal team as well as your external team of advisors.
    A company's external advisors serve as key members of the company's IPO team to help plan, prepare and execute on the IPO Readiness plan and the processes of "Going Public" and "Being Public."

Following the advisor panel, Sean DeWinter, a partner at PwC, moderated a panel of CFOs who had recently completed successful IPOs that provided company-side suggestions on how to best execute a successful IPO.

About Cooley's Public Offerings Practice

Over the past decade, Cooley has provided legal counsel to issuers on approximately 230 offerings, giving us deep expertise in a full range of issues involved in bringing public offerings to market. Our practice is consistently recognized nationally for the number of completed IPOs and public offerings, including being highly ranked by Legal 500. In addition, Cooley has represented investment banks as the underwriters of more than 150 offerings.

About Cooley LLP
Cooley's 700 attorneys have an entrepreneurial spirit and deep, substantive experience, and are committed to solving clients' most challenging legal matters. From small clients with big ideas to international clients with diverse legal needs, Cooley has the breadth of legal resources to enable clients of all shapes and sizes to seize opportunities in today's global marketplace. We represent clients across a broad array of dynamic industry sectors, including the financial sector, law firms, media, technology, life sciences, health care, venture capital, clean energy, real estate and retail.

Cooley has full-service offices in eleven major business and technology centers: Boston, MA; Broomfield, CO; Los Angeles, CA; New York, NY; Palo Alto, CA; Reston, VA; San Diego, CA; San Francisco, CA; Seattle, WA; Washington, DC; and Shanghai, China.

Learn more about Cooley by following us online: @cooleyllp, LinkedIn, Facebook and Google+.

About PwC US

PwC US helps organizations and individuals create the value they're looking for.  We're a member of the PwC network of firms in 158 countries with more than 180,000 people.  We're committed to delivering quality in assurance, tax and advisory services.  Tell us what matters to you and find out more by visiting us at

Learn more about PwC by following us online: @PwC_LLP, YouTube, LinkedIn, Facebook and Google +.

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About RR Donnelley

RR Donnelley is the leading US financial printer, providing printing and SEC-filing services for public companies, as well as companies going public.  RR Donnelley also facilitates the due diligence process in M&A and financing transactions through Venue, it's virtual data room.  RR Donnelley is a Fortune 500 company, founded in 1864.  For additional information, please go to, or contact Scott Pinkner at

Related Contacts
David Peinsipp Partner, San Francisco
Drew Williamson Partner, San Francisco
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