Initial Public Offerings: A Practical Guide to Going Public

About the Author


David A. Westenberg has guided numerous clients from formation through venture financing and on to successful IPOs or acquisitions. He has led more than fifty IPOs and other capital markets transactions and advised dozens of public companies on corporate and securities law matters. His recent public offering experience includes the IPOs of Accretive Health and Tangoe as issuer counsel; Brightcove’s IPO as underwriters’ counsel; and follow-on offerings for Bottomline Technologies, SS&C Technologies and other companies as issuer counsel. He also has handled a variety of M&A transactions, including the sale of Kiva Systems for $775 million to Amazon.com and the dual track IPO/sale process for EqualLogic, resulting in its $1.4 billion acquisition by Dell—the largest all-cash purchase price in history for a private VC-backed company at the time the acquisition agreement was signed.

Mr. Westenberg is the editor and principal author of WilmerHale’s annual IPO Report and is the editor and co-author of its annual Venture Capital Report and M&A Report. These reports are the past recipients of a Burton Award for excellence in legal writing. Mr. Westenberg is listed in The Best Lawyers in America in the areas of corporate, venture capital, mergers and acquisitions, technology law and information technology law. In 2012, Mr. Westenberg was named by Best Lawyers as “Boston Technology Law Lawyer of the Year.” Previously, he was selected by American Lawyer magazine as “Dealmaker of the Year” for equities and was named an “All Star for Law & Technology” by Mass High Tech for fostering the development of New England technology companies. A graduate of MIT and Harvard Law School, Mr. Westenberg joined the firm in 1983 and became a partner in 1992.

Mr. Westenberg blogs on IPOs at www.wilmerhale.com/ipoblog and can be followed on Twitter at @DWestenbergIPO.

Click here for Mr. Westenberg's complete biography.

Q&A With the Author

QUESTION: What motivated you to write the book?

WESTENBERG: The publisher approached me in the summer of 2007 and asked me to write the book. I initially dismissed the idea, but later began to consider the possibility of taking on the project. At the time we were in the thick of a complex IPO and I knew how much time I was spending educating the client and the younger members of the deal team about IPO issues. The market need for an IPO guidebook was obvious to me.

QUESTION: What was the writing process like?

WESTENBERG: The project began with detailed planning—a comprehensive outline, which continued to evolve until the very end, and lining up colleagues and external experts to review drafts of particular sections. With an outline of what I wanted to cover, I then began writing. As chapters were finished I circulated them to internal and external reviewers for comments and corrections.

QUESTION: What was the most difficult part of the book to write?

WESTENBERG: The underwriting chapter. Much of what actually happens in the underwriting process is “below the hood” to lawyers, yet clients want to know what to expect. This chapter benefited enormously from input from several investment bankers and firm colleagues.

QUESTION: How did you manage to fit the writing in around your client work and other demands?

WESTENBERG: A lot of the writing was done in late evenings or on weekends. I also found that some of the drafting grew out of, or was directly useful in, IPOs I was handling at the time. For example, when one client’s IPO plans were leaked to the press, our advice evolved into the book’s discussion of handling leaks. Another client’s questions about applying the quiet period to social media websites led to an expanded discussion of the topic in the book. And the acquisition of another client from the altar of IPO pricing resulted in the book’s “dual track” section.

QUESTION: Who else was involved, both inside and outside WilmerHale?

WESTENBERG: Many current and former WilmerHale lawyers contributed. Of particular note, Jonathan Wolfman was the principal author of the corporate governance chapter and saved me from countless errors of omission and commission. Also, the firm’s library, marketing communications, visual communications and secretarial staffs helped. In addition, there were three investment banker reviewers, four accounting reviewers, and one expert reviewer on Delaware law.