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【锋行链盟】纳斯达克IPO发行律师核心职责
Sou Hu Cai Jing· 2025-09-30 16:21
Core Points - The article emphasizes the critical role of issuing lawyers in the NASDAQ IPO process, ensuring compliance with U.S. securities regulations and managing legal risks throughout the IPO lifecycle [2][4]. Group 1: Legal Due Diligence - Issuing lawyers conduct comprehensive due diligence to identify potential legal issues and propose solutions, which is foundational for the IPO process [3]. - They review the company's establishment, ownership structure, and past financing or acquisition legality, ensuring compliance with relevant regulations [3]. Group 2: Document Preparation and Review - Lawyers are responsible for drafting, revising, and finalizing key legal documents for the IPO, ensuring accuracy and adequate risk disclosure [2][3]. - They verify the contents of the prospectus (S-1 form), ensuring compliance with SEC requirements regarding materiality and accuracy [3]. Group 3: Regulatory Communication - Issuing lawyers act as a bridge between the company and the SEC/NASDAQ, managing regulatory feedback and facilitating the registration process [2][4]. - They respond to SEC inquiries regarding the S-1, ensuring that the company provides sufficient data and modifies disclosures as needed [3]. Group 4: Coordination Among Stakeholders - Lawyers coordinate with various parties involved in the IPO, including investment banks, accountants, and public relations firms, to streamline the listing process [2][4]. - They ensure consistency in the legal aspects of the prospectus and negotiate responsibilities in underwriting agreements [2]. Group 5: Risk Management - Lawyers anticipate potential legal risks and propose avoidance strategies to prevent obstacles during the IPO or subsequent litigation [4]. - They design compensation mechanisms in the prospectus to clarify responsibilities in case of historical violations leading to investor losses [4]. Group 6: Post-IPO Transition - After the IPO, lawyers assist the company in transitioning from a private to a public entity, ensuring ongoing compliance with regulatory requirements [4]. - They support the management in preparing for investor relations and addressing any historical issues that may affect stock stability [4].