letter to the underwriters, organize and participate in any pre-ﬁling conferences with the SEC staff that involve the ﬁnancial statements or related disclosures, and assist in the resolution of comments raised by the SEC staff in its review of the ﬁnancial information included in the registration statement.
The importance of engaging qualiﬁed independent auditors long before the IPO cannot be overstated, particularly if your company has never had audits of its ﬁnancial statements performed. The ﬁrst audit of many young and expanding companies often discloses accounting and ﬁnancial reporting problems that must be resolved before the registration statement can be ﬁled.
Typically, large accounting ﬁrms are structured as full-service professional ﬁrms, offering services in various lines of business. Your independent auditors, as well as individuals from these other lines of business, can play a valuable role as advisors in a variety of areas before, during, and after the going-public process. Some of these include evaluating whether going public is the best alternative for your company, evaluating incentive compensation plans, accounting systems’ needs and capabilities, reviewing terms and conditions of acquisitions, and
In selecting an accounting ﬁrm, make certain that the ﬁrm is knowledgeable of your industry and its issues, experienced in SEC reporting matters and the IPO process, is capable of handling all that will be required of it during the registration process and thereafter, and is acceptable to the underwriters.
The ﬁnancial printer
Another important, but sometimes overlooked, factor contributing to a successful IPO is the role played by the ﬁnancial printer. The printer is responsible for printing the registration statement and prospectuses according to the format and presentation guidelines speciﬁed by the SEC. The major ﬁnancial printers can also “EDGARize” your document and make the required ﬁling with the SEC via EDGAR. (With respect to EDGAR, it is important that you ﬁle Form ID with
the SEC well in advance of the offering to receive your access and identiﬁcation codes.) Because this is specialized printing involving rapid turnaround, only a few printers can adequately handle it. Your underwriters, attorneys, and accountants will be able to recommend qualiﬁed ﬁnancial printers.
Other professional advisors
A public relations ﬁrm experienced in SEC registrations can help guide you through the restrictions of the “quiet period” and make the most of the
opportunities that do exist, help prepare materials for analyst presentations, and coach management with presentation skills. In addition, management teams are hiring speech consultants to help them prepare for the road show.
A stock transfer agent will need to be appointed to provide those administrative and operational services associated with trading stock. The transfer agent issues, cancels, and transfers stock certiﬁcates, pays dividends, and handles other corporate actions, as well as distributes shareholder reports.
Another administrative task you must consider is selection of a ﬁrm to design and print the company’s stock certiﬁcates.