Why hiring a lawyer isn't enough to take your company public.
When most entrepreneurs first think about going public, their instinct is to call a lawyer. After all, going public involves legal documents, SEC filings, and compliance requirements. Surely a good securities attorney can handle it all, right? Unfortunately, that assumption is one of the most common — and costly — mistakes companies make.
While a securities lawyer plays a vital role in the go-public process, hiring one isn’t enough to take you public. Lawyers are specialists. They draft filings, review disclosure, and ensure compliance. But they don’t manage the entire process, and they don’t coordinate all the other professionals you’ll need along the way.
In this article, we’ll break down what lawyers actually do, what they don’t do, and why relying on legal counsel alone won’t get your company from private to public.
What Securities Lawyers Do
Securities attorneys are indispensable in the go-public process. Their primary responsibilities include:
- Drafting SEC filings such as Form S-1 (for IPOs and direct listings), Form 10 (for reporting company status), or documents needed in a reverse merger.
- Preparing disclosure materials that describe your business, risks, financials, and management team.
- Advising on governance by updating bylaws, preparing board resolutions, and aligning your corporate structure with public company standards.
- Ensuring compliance with federal securities laws, state blue sky requirements, and exchange rules.
Without a lawyer, you cannot submit filings to the SEC or exchanges. They’re critical to the process.
What Lawyers Don’t Do
Here’s the catch: lawyers don’t “take you public” by themselves. Their role is narrowly focused. A lawyer will not:
- Audit your financials. Only a PCAOB-registered auditor can do this, and it’s a prerequisite for SEC filings.
- Coordinate market makers. For OTC listings, a sponsoring market maker must file Form 211 — something a lawyer cannot do.
- Engage with transfer agents. Lawyers don’t manage shareholder recordkeeping or stock issuance.
- Project manage your timeline. They won’t track whether the audit is finished, the filings are reviewed, or the exchange has responded.
- Run investor relations. Communicating with shareholders and the market is outside their scope.
A lawyer provides documents, but they don’t connect the dots across the entire process.
Why Entrepreneurs Get Stuck
This misunderstanding creates a painful trap. An entrepreneur hires a law firm, pays tens of thousands of dollars, and assumes they are “on the road to public.” Months later, the lawyer explains that the audit isn’t ready, or that no market maker has been engaged, or that the exchange hasn’t reviewed anything because the package is incomplete.
The result: stalled progress, growing costs, and frustration. The lawyer did their job, but the company didn’t move forward because no one was coordinating the other moving parts.
The Quarterback Is Still Missing
To actually go public, you need more than filings — you need orchestration. Someone has to act as the quarterback (or air-traffic controller) to:
- Sequence when the lawyer, auditor, market maker, and transfer agent should be engaged.
- Ensure each professional’s work product is complete and flows to the next.
- Keep the process moving so you don’t waste months in limbo.
- Maintain budget discipline so costs don’t spiral out of control.
Without this quarterback role, even the best lawyer in the world can’t get you listed.
Bottom Line
Hiring a lawyer is essential, but it’s not enough. A securities attorney provides the legal backbone of the process, but they don’t manage the audit, the market maker, the transfer agent, or the exchange.
If you’re serious about going public, don’t make the mistake of assuming legal counsel will do everything. Success requires a coordinated effort where legal filings are just one piece of a much larger puzzle. And unless someone is actively managing that puzzle, your company won’t make it from private to public.