Page 71 - Initial Public Offering - An Introduction to IPO on Wall Street

IPO Process Decisions—Tips for making "go / no-go" decisions on IPO planning, as well as
pacing and scale of IPOs.
Marketing—Independent analysis of marketing plan, resources, roadshow procedure and the
targeting of and input from investors, as well as support in planning presentations by analysts
and investors, rehearsals, and roadshow teams for investor’s.

Pricing and Allocation—Pricing and pricing tactics guidance, including the creation of critical
messages to banks during the phase of bookbuilding, and distribution advice based on demand
evaluation

4.4.6 Underwriters’ Counsel

The underwriters' lawyer, who is normally responsible for preparing the underwriting contract
and evaluating the registration document and any associated terms and commitments that are
submitted as accompanying exhibits, is also included in the IPO process.

In assessing the registration statement, the primary goal is to ensure on behalf of the
underwriting bank that the statement is complete and not deceptive. Furthermore, the "Blue
Sky" filing is typically prepared by the underwriters' lawyer, and is required to get the
registration accepted by state’s regulatory authorities. The negotiation of the substance of
"comfort" documents is another duty undertaken by the attorney of the underwriters

4.4.7 Independent Auditors

As strategic and professional
consultants, independent auditors
of a corporation will play a critical
role in the management of
registration. As such, an
organization would need to make
sure at the outset of the IPO
procedure that it has chosen an
audit firm that is accredited with
the PCAOB. The auditing
company's choice should also be
based on the following factors:

 Experience of handling
financial statements of public
companies;
 Ability to continue to adequately represent the business through its development and
expansion globally;
 Credibility with and familiarity of IPOs and other transactions in the financial markets;
and
 Expert knowledge in GAAP and the PCAOB auditing requirements

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