IPO and capital markets projects: planning legal capacity

Short answer: An IPO ties up the legal department for many months: corporate housekeeping, due diligence, the prospectus, governance and post-listing obligations all run alongside day-to-day work. Companies in Switzerland and Germany therefore plan IPO legal support in-house early and add temporary corporate, capital markets and compliance professionals who work under the direction of the internal team.

This guide is for general counsel, heads of legal and CFOs preparing an IPO, a capital increase or a bond issue. It sets out the legal team's workstreams, a step-by-step approach, the roles needed and what differs between Switzerland and Germany.

The starting point: why an IPO overloads the legal team

An IPO overloads the legal team because project work with fixed deadlines lands on a team sized for business as usual. External law firms handle the prospectus and transaction documents. The in-house team still has to supply information, clean up contracts and corporate records, align decisions internally and prepare the company for its obligations after listing.

Confidentiality adds to the pressure: until the IPO is announced, only a small circle may know about it, which makes it hard to spread the work internally. Bottlenecks typically arise in three phases:

• Preparation: the data room, contract portfolio, corporate records and permits must be complete and consistent.
• Transaction: due diligence questions from banks and law firms, prospectus input and board resolutions all fall due at once.
• After listing: ad hoc disclosure, insider lists, managers' transaction notifications and ongoing governance become permanent tasks.

Step by step: planning IPO legal support in-house

1. Split the workstreams: separate what the law firm owns (prospectus, transaction agreements), what the legal team delivers (information, clean-up, resolutions) and what remains permanently after listing.
2. Estimate demand: count contracts, entities and open items, and compare the workload with the team's spare capacity. Our guide to legal team capacity planning explains a method.
3. Define roles: who coordinates the law firm, the banks and the business? Who cleans up contracts? Who builds capital markets compliance?
4. Add capacity early: interim professionals should be onboarded before due diligence starts. Selected profiles are usually available within 48 hours; the company and Alpinum agree the start date together.
5. Set confidentiality rules: interim professionals sign the same confidentiality rules as the project team and are added to the insider list where required.
6. Plan the handover: decide who will own the post-listing obligations permanently, and plan the handover before the assignment ends.

Checklist: the legal team's IPO workstreams

The table shows typical legal workstreams and matching roles. It is a planning aid; scope and sequence depend on the company and the trading venue.

Which roles and how much capacity an IPO needs

Besides the law firm, an IPO usually needs several additional roles in the legal department; how many depends on the size of the group and the state of its records. Common roles are:

• Senior legal counsel, corporate/capital markets: coordinates the law firm, banks and business and represents legal in the project team.
• Project lawyers and contract managers: clean up the contract portfolio and data room, at junior or experienced level.
• Company secretary: prepares resolutions, rules and board meetings. See our guide to interim company secretary and corporate governance support.
• Compliance officer: builds the processes for inside information and notifications and trains the people concerned.

Alpinum Solutions provides these professionals via staff leasing or freelancing, part-time or full-time, as individuals or as a team. The legal department directs the assignment: under staff leasing, the company holds the right to give professional instructions; freelancers work on their own responsibility within the agreed mandate. Our M&A support case study shows what a transaction assignment can look like: a senior legal counsel with corporate/M&A experience supported a cross-border transaction for 12 months within the in-house team of an industrial company.

Switzerland and Germany: what differs

The workstreams are similar in both countries; prospectus law, review and disclosure rules differ.

For groups with entities in both countries, the obligations follow the trading venue and the place of the offer, not the seat of each entity. Clarify this with the law firm early.

Limits and risks

• No legal advice from Alpinum: Alpinum provides professionals. Prospectus liability, deal structure and legal opinions stay with the legal department and the law firms instructed.
• Adding capacity too late: looking for people only when due diligence starts costs onboarding time in the busiest phase.
• Insider risk: every additional person with access to inside information must be recorded and briefed.
• Lost knowledge: ending an assignment without a handover loses knowledge of contracts and processes that is needed after listing.
• IPO postponed: market windows close. Agree assignments so that they can be extended, paused or ended.

Frequently asked questions about IPO legal support

When should the legal department start preparing for an IPO?

As early as possible, and at the latest when banks and law firms are mandated. Corporate housekeeping and cleaning up the contract portfolio take time, and open due diligence items are hard to close under deadline pressure. If you plan to use interim professionals, onboard them before due diligence starts.

Doesn't the law firm do the legal work on an IPO anyway?

The law firm owns the prospectus and transaction documents, but it needs information and decisions from the company. Cleaning up contracts and corporate records, internal alignment and building post-listing processes stay with the legal department. For routine work, in-house capacity can also cost less than additional law firm hours.

Which roles are most in demand on an IPO?

Most often, companies lack an experienced coordinator for corporate and capital markets matters and capacity for the contract portfolio and data room. After listing, a company secretary and a compliance officer for ad hoc disclosure and insider lists are added. Depending on the group, one part-time professional or a small team may be enough.

Can interim professionals also help with capital increases and bond issues?

Yes. Capital increases, bond issues and other capital markets projects follow similar workstreams: due diligence, a prospectus or information document, board resolutions and disclosure. The scope is usually smaller than for an IPO, but the deadlines are just as fixed. Temporary support covers these peaks without creating permanent positions.

How are interim professionals bound by confidentiality?

Interim professionals sign the same confidentiality rules as the internal project team. If they have access to inside information, the company adds them to the insider list and briefs them on their obligations. For issuers in the EU, Art. 18 MAR expressly requires this list.

Next step

Alpinum Solutions is the leading provider of interim legal & compliance in the DACH region and provides corporate, capital markets and compliance professionals for IPOs and capital markets projects. Tell us your timeline and workstreams, and we will propose suitable profiles.

• Banking, finance & capital markets law: interim lawyers for capital markets projects
• Post-merger integration: legal and compliance capacity for the first 100 days
• Staffing needs and planning: all guides on capacity demand
• Discuss your needs

Last updated: 10 November 2026.