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How to Prepare an Initial Public Offering 2018


Speaker(s): Amanda Ravitz, Eileen J. Shin, Eric Wooley, Nicole Brookshire, Ravi Rao, Robert A. Freedman, Sophia Hudson, Steven Tuch
Recorded on: Apr. 4, 2018
PLI Program #: 219161

Amanda Ravitz is an Assistant Director in the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Prior to becoming Assistant Director, Ms. Ravitz was a Legal Branch Chief and Attorney Advisor in the Division of Corporation Finance of the Commission. Before joining the staff of the Commission in 2004, Ms. Ravitz was a Senior Counsel with Cisco Systems, Inc., a Fortune 100 company. Prior to joining Cisco in 2000, Ms. Ravitz was with several law firms, including Sonnenschein Nath & Rosenthal LLP. Ms. Ravitz has a B.A. in History from The University of Texas at Austin and a J.D. from The University of Texas School of Law.


Eileen Shin is a Managing Director and Associate General Counsel in the investment bank of JPMorgan Chase & Co., where she provides legal and regulatory implementation support for equity, high yield debt and Latin America capital markets origination businesses as well as the global research department.  She has served as a faculty member in previous Practicing Law Institute seminars on the topic of initial public offerings. She has been named in the Corporate Counsel 100 most influential in-house lawyers in business for Latin America.  She and her legal colleagues have been recognized as the Equity In-House Legal Team of the Year by the International Financial Law Review in five of the past seven years.  She has also participated in panel discussions relating to capital markets topics at National Asian Pacific American Bar Association conferences.  Previously, she was a lawyer in the securities practice group at Simpson Thacher & Bartlett LLP.  She is a graduate of Columbia Law School, where she was a Harlan Fiske Stone Scholar and an editor of the Human Rights Law Review.  She holds a Master of Music degree in piano performance from the Eastman School of Music and a B.A. degree with honors in modern thought & literature from Stanford University.  She was also a Rotary Foundation scholar for the study of piano performance in France.  She and her husband have two children and live in the Upper West side of New York City.


Eric Wooley is an independent consultant.  Prior to becoming an independent consultant, he was with Citi in New York for over 13 years where he held various roles within the Equity Capital Markets Group.  He most recently was a member of the Alternatives Group, which was a group within Equity Capital Markets that focused on the origination and execution of non-traditional equity offerings including private placements, pre-IPO offerings and offerings by various special purpose entities.  Prior to joining the Alternatives Group, Mr. Wooley served on the Syndicate Desk and in the Transaction Advisory Group.  Mr. Wooley also served on Citi’s Equity Commitment and Investor Issues Committees.  Prior to joining the Equity Capital Markets Group, Mr. Wooley was Internal Investment Banking Counsel at Citi and served on the firm’s Debt Commitment Committee.  Before joining Citi, Mr. Wooley was a corporate finance associate attorney at Sullivan & Cromwell LLP, New York for five years. Mr. Wooley earned a JD/M.B.A. from the University of Texas at Austin and a B.S. in Mathematics from the University of Oklahoma. Mr. Wooley also served as a submarine officer and an intelligence officer in the US Navy for eight years.


Nicole Brookshire is co-chair of Cooley's public companies practice. She practices corporate and securities law, with an emphasis on the representation of late-stage private and public companies and investment banks in capital markets transactions as well as the representation of publicly traded companies. She has counseled public and private company clients in a full range of general corporate and corporate and securities matters, including public offerings, strategic corporate relationships, SEC reporting and compliance and corporate governance matters.

 

Client Testimonials

"Nicole brings a unique and powerful combination of an impressive legal mind, a very savvy capital markets transactions expert, and a fantastic company advocate. Her breadth of knowledge, her deep experience and technical skills, and her unyielding energy and support were crucial in the successful execution of our IPO ... from logistics to content to strategy to execution ... her investment in us could not have been greater." – Steven Gatoff, CFO, Rapid7

"We selected Nicole as our IPO counsel based on her capital markets experience, as well as her reputation as the business partner you want on your team to expertly navigate complex transactions. She possesses not only the necessary depth and breadth of knowledge of the legal issues surrounding the capital markets, but also the communication skills and savvy to effectively negotiate the issues. In my role as a CFO taking a company public for the first time, her dedication to client service, process driven approach, enthusiasm, and flexibility were all critical factors in the successful completion of our IPO. Nicole and her team were a pleasure to work with from start to finish." – Jennifer A. Moyer, Chief Financial Officer, Alarm.com Holdings, Inc.

 

Education

Stanford Law School

JD, 1997, with distinction

Carleton College

BA, 1992, Religious Studies, magna cum laude, Phi Beta Kappa

 

Bar Admissions

California

Massachusetts

 

Memberships

American Bar Association


Ravi is a Partner in PwC’s Deals practice focusing on Capital Markets & Accounting Advisory (CMAAS). He has 25 years of experience in the US and internationally, advising clients with respect to transformational capital markets transactions including IPOs, spin-offs, mergers and acquisitions, debt offerings and divestitures.  The assistance includes advice on complex US GAAP, IFRS and SEC reporting matters. He serves some of our largest US based private equity clients with their acquisitions and dispositions/IPOs of US and European portfolio companies.

Ravi also spent 3 years in PwC’s National Office as part of PwC’s SEC Services practice. While at National, Ravi consulted with clients on a wide array of capital markets transactions, complex accounting and SEC matters and he also assisted clients with their pre-clearance of various issues with the US Securities and Exchange Commission.

Ravi is a frequent speaker on SEC reporting and accounting matters and has presented a number of webcasts on IPOs, Corporate Divestitures/Carve-outs, and Mergers and Acquisitions.  He is an author and contributor on thought leadership related to divestitures and business combinations and has appeared in PwC’s CFOdirect network videos on various SEC reporting related topics.   He has worked for PricewaterhouseCoopers in Amsterdam, Netherlands and London, United Kingdom.

Areas of focus include: IPOs, spin-offs, 144a debt offerings, carve-outs, mergers and acquisitions/business combinations, IFRS/US GAAP conversions, SEC reporting and project management advice associated with all of the above.


Robert (Rob) Freedman is co-chair of the Securities & Corporate Finance group and provides corporate and securities law services to late stage and public technology and life sciences companies. He leads initial public offerings and follow-on offerings of equity and debt, and focuses on advising boards and management on corporate and securities law compliance and disclosure matters. Rob has represented issuers and underwriters in securities offerings by public companies for over 20 years. Rob also concentrates on mergers and acquisitions and private financings for public companies.

Rob has been recommended by The Legal 500 for his individual practice and role as co-chair of Fenwick & West’s corporate and securities practice, which was recognized as a team of “highly knowledgeable and flexible technology sector specialists.”

Representative Initial Public Offering Experience:

  • Aeglea BioTherapeutics
  • AnaptysBio
  • Audentes Therapeutics
  • Castlight Health
  • Corium International
  • Cowen and Company
  • Dermira
  • DexCom
  • Loxo Oncology
  • Piper Jaffray & Co.
  • ServiceNow
  • Shutterfly
  • Sierra Onocology
  • Silver Spring Networks
  • Sutro Biopharma
  • Upwork

Representative M&A and Tender Offer Experience:

  • OncoGenex Pharmaceuticals’ merger with Achieve Life Science
  • Castlight Health’s acquisition of Jiff
  • Corium’s acquisition by Gurnet Point Capital
  • KalVista Pharmaceuticals’ acquisition of Carbylan Therapeutics
  • DexCom’s acquisition of SweetSpot Diabetes Care
  • Zappos.com’s acquisition by Amazon.com
  • Alpha Innotech’s acquisition by Cell Biosciences
  • Data Domain’s acquisition by EMC
  • Cisco Systems’ acquisition of WebEx Communications
  • Macromedia’s merger with Adobe

Rob is a member of the State Bars of California, Idaho and Washington. He received his A.B. degree in biochemistry and history in 1987 from Bowdoin College where he graduated summa cum laude and Phi Beta Kappa. He received his J.D. degree, with distinction, in 1993 from Stanford University.

Rob is the co-chair for the Practising Law Institute’s “How to Prepare an Initial Public Offering” program. Prior to law school, Rob was a banker for Manufacturers Hanover Trust in New York.


Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises issuers and underwriters on capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities for early stage companies. She also counsels her corporate clients, including management teams and boards of directors, on governance, corporate and securities law matters.

Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has represented all the major U.S. investment banks.

Sophia has been recognized as a leading capital markets attorney by major legal publications, including named a “Rising Star” by New York Law Journal in 2017 and by Law360 for Life Sciences in 2016.

Sophia was a member of the Partnership for New York City 2016-2017 class of David Rockefeller Fellows. She has served as the co-chair of Practising Law Institute’s “How to Prepare an Initial Public Offering” since 2015. Sophia received her J.D. from the University of Michigan Law School and her A.B. from Princeton University.


Steven Tuch joined BMO in March 2012 as a Managing Director in Equity Capital Markets. Steven is currently responsible for the firm’s healthcare equity capital markets business and food, consumer and retail equity capital markets business. He is a 25-year industry veteran. Prior to joining BMO Capital Markets, Steven was a Managing Director at Deutsche Bank Securities in New York, where his roles included Head of Healthcare Equity Capital Markets, Head of Consumer and Business Services Equity Capital Markets and Head of Equity Private Placements. Previous to Deutsche Bank, Steven ran the Equity Private Placement Group at Thomas Weisel Partners and was a Vice President at Montgomery Securities. He is the recruiting co-captain for University of Michigan (both undergraduate and MBAs) and co-captain for Smith College. Steven has a BBA from the University of Michigan and an MBA from Stanford University’s Graduate School of Business.