In this course you will learn, from organizational meeting through opening trades on the stock exchange, the roles of the company, investment banks and law firms as well as the SEC process, documentation and securities laws involved in completing Initial Public Offerings (“IPOs”). The class will follow the actual SEC filings and IPO documents for a very recent IPO transaction with which I was involved. In addition to this case study, the course will include drafting assignments for the hypothetical initial public offering of “LUMI” a transition energy IPO featured in Season 3 of the Max series 'Industry' with Kit Harrington in the role of LUMI’s Chief Executive Officer, Sir Henry Mack. For new attorneys concentrating on transactional work, IPO assignments are one of the best sources of training for capital markets, private equity, and M&A practices – IPOs serve as a “Rosetta Stone” for the practical application of federal securities laws, providing a crash course into a broad range of disclosure requirements applicable to all publicly traded companies. Private equity firms see IPOs as one of two basic paths for realizing returns for their investors. Public M&A filings are likewise fueled by these disclosure rules and related concepts. Finally, you will also gain insight to the financial importance of IPOs and public company practice to law firm economics.
Oelman, David P.