---
title: "IPO Advisory Services in 2026: Advisors, Roles, and Costs"
lang: en
canonical_url: https://www.papermark.com/blog/ipo-advisory-services
last_updated: 2026-07-21
published: 2026-04-26
category: [uncategorized]
author: "Iuliia Shnai"
summary: "Everything you need to know about IPO advisory services, from investment banks to legal advisors and what they cost."
---

# IPO Advisory Services in 2026: Advisors, Roles, and Costs

![IPO Advisory Services](https://assets.papermark.io/upload/file_YVZLbYwELYa8SxfjBg3mGe-virtual-data-room-analytics-.png)

Going public is the most complex transaction most companies will ever undertake. You're not just raising capital - you're inviting public scrutiny, taking on regulatory obligations, and fundamentally changing how your company operates.

That's why you need advisors. The right IPO advisory team guides you through the process, prevents costly mistakes, and maximizes your valuation. The wrong team wastes money and creates problems that haunt you for years.

This guide covers everything you need to know about IPO advisory services: who you need, what they do, and how much it costs.

## Quick Recap: IPO Advisory Process

Here's the IPO advisory engagement process in numbered steps:

1. **Assess IPO readiness** - determine if you're ready to go public
2. **Select lead underwriters** - choose investment banks to manage the offering
3. **Engage legal advisors** - hire securities lawyers for company and underwriters
4. **Appoint auditors** - get Big Four accounting firm for financial statements
5. **Form working group** - assemble internal team and advisors
6. **Begin due diligence** - financial, legal, and business review
7. **Draft registration statement** - create S-1 or prospectus
8. **Roadshow preparation** - develop presentation for institutional investors
9. **File with SEC** - submit registration statement for review
10. **Respond to SEC comments** - address regulator feedback and amend filing
11. **Roadshow** - present to investors across multiple cities
12. **Price the offering** - set IPO price based on demand
13. **Go effective** - finalize all documents and launch trading

## Types of IPO Advisors You Need

An IPO requires multiple advisor types. Each plays a specific role.

### Investment Banks (Underwriters)

**What they do:**
- Structure the offering (size, price range, timing)
- Market your company to institutional investors
- Build the order book and allocate shares
- Stabilize the stock price after IPO
- Provide research coverage post-IPO

**Who you need:**
- **Lead bookrunner** - Primary investment bank coordinating the offering. Usually a bulge bracket firm (Goldman Sachs, Morgan Stanley, JPMorgan, etc.)
- **Co-managers** - 2-4 additional banks providing distribution and support
- **Syndicate banks** - Sometimes regional or specialist banks join the syndicate

**How they're compensated:**
- 5-7% of gross proceeds (the "underwriting discount")
- For a €200M IPO, that's €10-14M in fees
- Split among lead and co-managers based on roles

**When to engage:** 12-18 months before target IPO date. You'll go through a "bake-off" process where banks pitch for the mandate.

### Securities Lawyers

**Company counsel:**
- Draft the registration statement (S-1/F-1 or prospectus)
- Navigate SEC review process
- Advise on disclosure requirements
- Ensure compliance with securities laws
- Review all transaction documents

**Underwriters' counsel:**
- Perform legal due diligence
- Draft underwriting agreement
- Provide legal opinions
- Ensure underwriters are protected

**Who you need:**
- Top-tier securities law firm (Latham & Watkins, Wilson Sonsini, Cooley, Skadden, etc.)
- Firms with deep IPO experience in your industry

**How they're compensated:**
- Hourly billing (partners at €800-1,500/hour)
- Total legal fees: €2-5M for mid-sized IPO

**When to engage:** 9-12 months before IPO

### Accounting Firms

**What they do:**
- Audit historical financial statements (3 years)
- Review quarterly financials
- Assist with technical accounting issues
- Provide comfort letters to underwriters
- Advise on financial reporting and controls

**Who you need:**
- Big Four only (PwC, EY, Deloitte, KPMG) - public markets won't accept smaller firms
- Ideally a firm experienced in your industry

**How they're compensated:**
- Audit fees: €1-3M depending on company size and complexity
- Additional fees for quarterly reviews and comfort letters

**When to engage:** 12-18 months before IPO. If you don't already have a Big Four auditor, switch now.

### Financial Printers and Technology Providers

**What they do:**
- Format and file SEC documents (EDGAR filing)
- Produce prospectus and marketing materials
- Host virtual data rooms
- Manage roadshow logistics and technology

**Common providers:**
- Donnelley Financial Solutions (DFIN)
- Toppan Merrill
- Broadridge

**Cost:** €300-800K for a typical IPO

### IR and Communications Advisors

**What they do:**
- Develop investor relations strategy
- Train management for investor meetings
- Write press releases and investor materials
- Manage IPO announcement and ongoing communications

**When you need them:**
- Pre-IPO: Help craft your equity story
- During IPO: Support roadshow and media strategy
- Post-IPO: Ongoing investor relations

**Cost:** Retainers of €15-30K/month, plus project fees

## The Investment Banking Selection Process

Choosing underwriters is your most important advisor decision. Here's how to do it.

### The Bake-Off

You'll invite 5-8 investment banks to pitch for your IPO mandate. They'll present their case for why you should choose them.

**What banks will show you:**
- **Valuation analysis** - comparable companies and where you'd trade
- **Market conditions** - IPO windows and investor sentiment
- **Distribution capability** - which investors they can access
- **Research coverage** - equity research analyst who'll cover you
- **Track record** - recent IPOs in your sector
- **Deal team** - who will actually work on your transaction

**Questions to ask each bank:**
- How many IPOs have you led in our sector in the past 3 years?
- Which institutional investors are you closest to in our space?
- What research analyst will cover us, and what's their ranking?
- How do you approach valuation and pricing?
- What's your view on optimal offering size?
- How will you support our stock post-IPO?

### Choosing Your Lead Bank

**What matters most:**
- **Sector expertise** - banks with deep relationships in your industry
- **Distribution strength** - access to the right institutional investors
- **Research quality** - top-ranked analysts in your sector
- **Track record** - consistent post-IPO stock performance
- **Chemistry** - you'll work closely with them for 6-12 months

**Red flags:**
- Unrealistic valuation estimates (trying to win the mandate with inflated numbers)
- Junior team members (if senior bankers won't be involved day-to-day, walk away)
- Weak research coverage in your sector
- High fee demands without justification

### Syndicate Structure

**Typical structure for €200M IPO:**
- **Lead bookrunner:** 40-50% of economics, coordinates everything
- **Joint bookrunner:** 20-30% of economics, co-leads the deal
- **Co-managers (2-3 banks):** 10-15% each, provide distribution support

Don't over-syndicate. Adding a 6th or 7th bank doesn't meaningfully improve distribution and dilutes accountability.

## Legal Advisory in IPOs

Securities lawyers are critical to getting your IPO right. Here's what they do.

### Company Counsel Responsibilities

**Draft the registration statement:**
- Business description and risk factors
- Management discussion & analysis (MD&A)
- Financial statements and notes
- Capitalization and ownership structure
- Executive compensation disclosure

The S-1 or prospectus is often 200-300 pages. Every word matters. Inaccurate or misleading disclosures create liability.

**Manage SEC review process:**
- File registration statement with SEC
- Receive and respond to SEC comment letters
- Amend filing based on SEC feedback (usually 2-3 rounds)
- Navigate to "effectiveness" (SEC approval to go public)

**Ensure compliance:**
- Securities Act of 1933 (registration requirements)
- Securities Exchange Act of 1934 (ongoing reporting)
- Sarbanes-Oxley compliance (internal controls)
- Industry-specific regulations

**Review all transaction documents:**
- Underwriting agreement
- Lock-up agreements
- Indemnification agreements
- Agreements with advisors

### Underwriters' Counsel

The underwriters hire their own lawyers to:
- Conduct legal due diligence on your company
- Identify legal risks and disclosure issues
- Draft the underwriting agreement
- Provide legal opinions at closing

Their job is to protect the underwriters from liability. They'll ask hard questions and demand thorough disclosure.

### Choosing Your Law Firm

**What to look for:**
- Top-tier securities practice (Am Law 100 firm)
- Recent IPO experience in your sector
- Strong relationships with SEC staff
- Bench depth (you need partners and associates working full-time)

**Cost management:**
- Negotiate a budget and fee cap if possible
- Request regular billing updates
- Push back on unnecessary work or junior associate time

Legal fees are your second-largest IPO cost after underwriting fees. Don't cheap out, but don't overpay either.

## Accounting and Financial Advisory

Accounting firms do more than audit your financials. They help you become a public company.

### Pre-IPO Audit and Preparation

**Requirements:**
- 3 years of audited financial statements
- Quarterly reviews for current fiscal year
- Compliance with SEC reporting standards (usually US GAAP or IFRS)

**Common issues for pre-IPO companies:**
- Revenue recognition policies not compliant with SEC standards
- Inadequate internal controls (SOX 404 requirements)
- Related party transactions not properly disclosed
- Stock-based compensation not properly valued
- Lack of segment reporting or detailed disclosures

**Timeline:** Start 18-24 months before IPO to clean up your financials.

### Technical Accounting Support

Your auditor helps with complex accounting issues:
- Revenue recognition under ASC 606
- Stock-based compensation (ASC 718)
- Business combinations and M&A accounting
- Convertible debt and complex securities
- Lease accounting (ASC 842)

Getting these wrong creates restatement risk, which can tank your IPO or create lawsuits post-IPO.

### Internal Controls and SOX Compliance

Public companies must maintain internal controls over financial reporting under Sarbanes-Oxley.

**What you need:**
- Documented processes and controls
- Segregation of duties
- Regular testing and monitoring
- Management assertion on effectiveness
- External auditor attestation (required after first year public)

Most private companies don't have adequate controls. Expect to invest €500K-2M building SOX-compliant control environment.

## IPO Readiness Assessment

Before engaging advisors, assess whether you're ready to go public.

### Financial Readiness

**Minimum thresholds for most IPOs:**
- €50-100M+ annual revenue (lower for tech/biotech)
- Revenue growth 20-30%+ annually
- Path to profitability (or compelling unit economics for high-growth companies)
- 3 years of audited financials

**Quality of earnings:**
- Recurring, predictable revenue (not one-time projects)
- Diversified customer base (no single customer >10-15%)
- Strong gross margins (40-60%+ for SaaS, varies by industry)

**Financial systems:**
- Modern ERP system (NetSuite, Workday, SAP, Oracle)
- Robust financial reporting and consolidation
- Revenue recognition system
- Stock administration platform

### Governance Readiness

**Board of directors:**
- Majority independent directors
- Audit committee, compensation committee, nominating committee
- Independent audit committee financial expert

**Policies and compliance:**
- Code of conduct and ethics
- Insider trading policy
- Related party transaction policy
- Disclosure controls and procedures
- Whistleblower policy

**Management team:**
- Experienced CFO with public company background
- General counsel (can be external initially)
- VP Finance/Controller with SEC reporting experience
- Investor relations capability

### Operational Readiness

**Business maturity:**
- Proven business model
- Scalable operations
- Geographic or product diversification
- Competitive advantages and moats

**Market conditions:**
- Favorable IPO window in your sector
- Comparable company valuations attractive
- Investor appetite for your story

## Managing the IPO Process

Once you've engaged advisors, you need to manage a complex, multi-month process.

### Form the Working Group

**Core internal team:**
- CEO (drives the process)
- CFO (day-to-day lead)
- General Counsel (manages legal workstreams)
- Head of IR or Communications

**External advisors:**
- Lead investment bankers
- Company counsel
- Auditors
- Financial printer

**Typical meeting cadence:**
- Weekly all-hands working group calls
- Daily stand-ups during intensive periods (drafting, roadshow)
- Frequent ad hoc calls with specific advisors

### Draft the S-1/Prospectus

This is the most time-intensive part. Expect 2-3 months of intensive drafting.

**Process:**
- Lawyers create first draft based on information you provide
- Management reviews and revises
- Auditors review financial statements and MD&A
- Underwriters provide input on business description and risk factors
- Iterate until everyone is satisfied

**What makes a good S-1:**
- Clear, compelling business description
- Honest disclosure of risks
- Transparent financial presentation
- Credible growth story

Use a secure data room to share drafts with your working group. Papermark's data rooms let you:
- Control access to sensitive drafts
- Track which advisors have reviewed which sections
- See comments and feedback inline
- Maintain version control

Don't email S-1 drafts. Use a data room.

### Navigate SEC Review

After filing, the SEC reviews your registration statement and sends comment letters.

**Typical SEC comments:**
- Requests for additional disclosure or clarification
- Questions about accounting treatments
- Concerns about risk factor adequacy
- Requests to revise forward-looking statements

**Timeline:**
- First comment letter: 30 days after filing
- Company response: 1-2 weeks
- Additional rounds: 2-3 more rounds is typical
- Total time from filing to effectiveness: 2-4 months

Your lawyers manage this process, but expect to be involved in responding to substantive comments.

### The Roadshow

Once the SEC declares your registration effective, you present to institutional investors.

**Typical roadshow schedule:**
- 7-10 days
- 2-3 cities per day
- 8-10 investor meetings per day
- CEO and CFO presenting (sometimes other executives)

**Cities:** New York, Boston, San Francisco, Los Angeles, London (for larger deals)

**What investors want to know:**
- Your growth story and market opportunity
- Competitive advantages
- Unit economics and path to profitability
- Management team experience
- Use of proceeds

Your bankers coach you on presentation and Q&A. Practice extensively before the roadshow.

### Pricing and Allocation

At the end of the roadshow, your bankers build the order book (investor demand) and recommend a price.

**Key decisions:**
- Final offering price
- Offering size (can upsize or downsize based on demand)
- Allocation to investors (which investors get shares)

**Pricing dynamics:**
- Aim for 15-20% first-day pop (signals strong demand but not leaving too much money on the table)
- Avoid pricing at the low end of the range (weak signal)
- Balance maximizing proceeds vs. creating long-term supportive shareholder base

## Costs of Going Public

IPOs are expensive. Budget for the full cost.

### One-Time IPO Costs

**For a €200M IPO:**
- Underwriting fees: €10-14M (5-7%)
- Legal fees (company and underwriters): €3-5M
- Accounting fees: €1-2M
- Printing and filing: €500-800K
- Roadshow and IR: €200-400K
- **Total: €15-23M** (7.5-11.5% of proceeds)

**For smaller IPOs (€50-100M), fees are proportionally higher** (8-12% of proceeds).

### Ongoing Public Company Costs

Going public permanently increases your cost structure:

**Incremental annual costs:**
- Audit and quarterly review fees: €1-2M
- Directors and officers (D&O) insurance: €500K-2M
- Investor relations: €400-800K
- Legal and compliance: €500K-1M
- Board compensation: €300-600K (assuming 5-7 independent directors)
- SOX compliance and internal audit: €300-500K
- **Total: €3-7M annually**

Factor these ongoing costs into your decision to go public.

## Alternatives to Traditional IPOs

Not every company should do a traditional IPO. Consider alternatives.

### Direct Listing

**How it works:** Your existing shares trade publicly without raising new capital or using underwriters.

**Pros:**
- No underwriting fees (save 5-7%)
- No lock-up period
- Employees and early investors can sell immediately

**Cons:**
- No new capital raised
- No underwriter support for stock price
- More volatility risk

**When it makes sense:** Well-known companies with strong brands (Spotify, Coinbase) that don't need capital.

### SPAC Merger

**How it works:** Merge with a special purpose acquisition company (SPAC) that's already public.

**Pros:**
- Faster timeline (3-4 months vs. 6-12 for traditional IPO)
- Can negotiate valuation directly
- Less market timing risk

**Cons:**
- SPAC sponsor takes 20% of equity (dilutive)
- Regulatory scrutiny increasing
- Post-merger stock performance often weak

**When it makes sense:** Companies that want speed and certainty more than maximum valuation.

### Stay Private Longer

**Secondary markets** (like Forge or EquityZen) let employees and early investors sell shares privately.

**Late-stage private rounds** from crossover investors (funds that invest pre- and post-IPO) provide capital without going public.

**When it makes sense:**
- You can still access growth capital privately
- Don't want quarterly earnings pressure
- Benefits of being public don't outweigh costs

## Key Takeaways

IPO advisory services are essential to a successful public offering. Here's what matters:

- **Choose underwriters carefully** - sector expertise and distribution matter more than who offers the highest valuation
- **Hire top-tier legal and accounting advisors** - this is not the place to cut costs
- **Start early** - 18-24 months of preparation is typical
- **Build a strong CFO and finance team** - you need public company experience
- **Budget for the full cost** - one-time costs of 7-12% of proceeds, plus ongoing public company costs
- **Use secure data rooms** - protect sensitive documents during the process
- **Assess alternatives** - traditional IPOs aren't the only path to liquidity
- **Be ready for permanent change** - going public fundamentally transforms your company

The right advisors make the difference between a successful IPO and a problematic one.

## How Papermark supports your IPO data room

An IPO runs on documents. Your underwriters, legal counsel, auditors, and the SEC all work from the same body of financial statements, board minutes, cap tables, and material contracts, and every one of those files is confidential until the offering prices. A [virtual data room](https://www.papermark.com/data-room.md) is where that diligence happens, and the controls it gives you are what keep a leak from becoming a disclosure problem. Papermark is built for exactly this: a secure, auditable room that your bankers and lawyers can work in without emailing sensitive drafts back and forth.

Granular, group-level permissions let you show underwriter counsel the full financial history while limiting a junior analyst or a prospective investor to a curated subset. Dynamic watermarking stamps each viewer's email, IP, and a timestamp onto every page, so a screenshot of an S-1 draft traces straight back to the person who opened it. Page-by-page analytics and a complete audit trail tell you who read the risk factors, how long they spent on the MD&A, and which contracts drew repeat visits - the same signal a bookrunner uses to gauge engagement. A built-in Q&A module keeps advisor questions and management answers in one threaded, exportable record instead of scattered across inboxes, and full-text search means a diligence team of forty people can find a specific indemnity clause in seconds.

Security is the part that matters most in a public offering, and Papermark is SOC 2 Type II compliant with GDPR support, granular access expiry, NDA gating on links, and the option to host on a custom domain so the room carries your brand rather than a vendor's. Pricing is flat: the Data Rooms plan is €99/month, a fraction of what legacy VDR providers charge per-page or per-project during a live deal, which matters when a transaction can stretch across 18 to 24 months.

![Papermark virtual data room analytics for IPO due diligence](https://assets.papermark.io/upload/file_YVZLbYwELYa8SxfjBg3mGe-virtual-data-room-analytics-.png)
*Page-by-page analytics in a Papermark data room show which IPO diligence documents each advisor actually opened.*

For the security requirements behind the room, see the [Papermark security overview](https://www.papermark.com/security.md). When your advisory team is assembled and diligence is about to begin, a purpose-built data room is the workspace that holds it all together.

## FAQ

### How much does it cost to go public?

For a €200M IPO, expect total costs of €15-23M (7.5-11.5% of proceeds): underwriting fees €10-14M, legal €3-5M, accounting €1-2M, and other expenses €1-2M. Smaller IPOs cost proportionally more (8-12%). Plus €3-7M in ongoing annual public company costs.

### How long does the IPO process take?

18-24 months from start to finish if you're not yet ready. If you're IPO-ready (audited financials, strong governance, experienced team), 6-9 months from engaging advisors to pricing. SEC review alone takes 2-4 months. Don't rush - poor preparation shows.

### Do we need a Big Four accounting firm for our IPO?

Yes. Public markets and investors won't accept smaller firms for IPO audits. If you don't already have Big Four, switch 18-24 months before IPO. They'll need to re-audit 2-3 years of historical financials.

### Should we use one underwriter or multiple banks?

Multiple. Typical structure: 1 lead bookrunner, 1 joint bookrunner, and 2-3 co-managers. This gives you distribution across different investor bases. But don't over-syndicate - more than 5-6 banks adds little value and dilutes accountability.

### Can we negotiate underwriting fees?

Somewhat. Standard is 5-7%, with larger deals at the lower end. You have more negotiating power if you're a highly sought-after company or doing a very large deal (€500M+). But don't choose bankers solely on who offers the lowest fee.

### What if we're not profitable yet - can we still IPO?

Yes, if you have strong growth and a clear path to profitability. Many tech and biotech companies go public pre-profit. But you need: significant revenue growth (50-100%+), large market opportunity, and credible unit economics showing you'll eventually be profitable.

### Do we need a financial printer or can we file SEC documents ourselves?

You need a financial printer. SEC filings require specific XBRL tagging, formatting, and EDGAR filing expertise. Mistakes create delays and embarrassment. Budget €300-800K for printing and filing services.

### What happens if market conditions change during our IPO process?

You can delay or pull the IPO. Many companies file confidentially with the SEC, then decide whether to go public based on market conditions when they're ready. If markets deteriorate after you've started the roadshow, you can postpone pricing and wait for a better window.

---

_Markdown version of [this article](https://www.papermark.com/blog/ipo-advisory-services) for AI agents and LLMs._
_More Papermark content: [llms.txt](https://www.papermark.com/llms.txt) · [full index](https://www.papermark.com/llms-full.txt)._