The IPO roadshow: A step-by-step guide to navigating yours with confidence

The initial public offering (IPO) is a pivotal moment for any business. Transitioning from private to public opens the door to immense growth potential — and heightened scrutiny. An effective IPO roadshow is the best tool companies have to navigate both.

According to Ernst & Young, 551 listings went public in the first half of 2024 alone. Standing out from that crowd is essential to capturing capital. Yet, drawing attention for the wrong reasons — poor records management, instances of noncompliance, questionable security practices and more — can deeply damage your reputation.

Here, we’ll explain how to get the most out of your IPO roadshow, including:

• How to prepare for an IPO roadshow
• The typical process and timeline for IPO
• Need-to-know details about IPO presentations
• The roles and responsibilities of executives and company secretaries
• Eight IPO roadshow best practices
• What to do after your IPO roadshow, including measuring performance
• Thinking beyond the roadshow to cement success

How to prepare for an IPO roadshow?

In that same report, Ernst & Young reported that those 551 listings raised just over $52 billion in capital. While an impressive amount, it represents a 16% year-over-year drop in proceeds. Effective preparation is all the more critical with a slowdown in IPO activity and potentially less capital on the table.

Key steps to plan for an IPO roadshow

Without meticulous planning and coordination, an IPO roadshow is less likely to be successful. For a strong roadshow, start by:

1. Assembling a team: Appoint a designated team to guide the process, including financial advisors, legal experts and investor relations professionals.
2. Developing a story: Identify your company’s value proposition, growth trajectory and financial health, then create a narrative to convey to investors.
3. Preparing presentation materials: Create cohesive and engaging pitch decks, financial reports and marketing collateral supporting your developed narrative.
4. Scheduling meetings: Identify potential investors, analysts and key stakeholders and coordinate meetings with them.
5. Practicing pitches: Hold mock presentations and Q&A sessions until your team feels prepared to field various questions or concerns from potential investors.
6. Checking compliance: Confirm all materials and presentations meet regulatory requirements to avoid legal issues or questions about your credibility.

Tips for selecting the right cities and venues

Choosing the right locations is also essential. Understanding what markets your company will appeal to can help maximize investor engagement and interest. Consider:

1. Targeting financial hubs: Cities with renowned financial markets, such as New York, London, and Hong Kong, will likely attract a large pool of potential investors.
2. Analyzing investors: Research cities to identify which have a high concentration of investors who have previously invested in your industry or sector.
3. Choosing accessible venues: Select venues in convenient locations that are accessible to people of all abilities and have the equipment you need for presentations and meetings.
4. Capitalize on major events: Planning your roadshow during relevant major events can maximize your exposure by ensuring qualified investors will be in the area.
5. Leveraging relationships: Prioritize cities where you have established relationships with investors or analysts. This can lead to more productive meetings.

Defining the objectives and goals of conducting a roadshow

Attracting capital may feel like a success, but there are many other ways to measure the value of a roadshow for your company. Key objectives commonly include:

1. Investor education: Teach potential investors about your company’s business model, growth prospects and competitive advantages.
2. Gauge investor interest: Your IPO roadshow can help you assess potential investors' interest and use their feedback to refine your pitch or address concerns.
3. Build relationships: Establish relationships with key investors and analysts or strengthen relationships with those you already know to build support for your IPO.
4. Generate buzz: An effective IPO can create excitement and anticipation for your offering and even spark media coverage and word-of-mouth promotion.
5. Secure commitments: Obtain verbal commitments from investors to ensure the success of your IPO before you launch.

The IPO roadshow process

Successfully planning and managing a roadshow requires careful collaboration between the company secretary (CoSec) and general counsel (GC). As the CoSec oversees the roadshow process and timeline, the GC must be on call to foresee and mitigate any legal issues that arise.

For both the CoSec and GC, a typical roadshow process involves:

1. Initial planning and strategy: Led by the CoSec, the roadshow team will develop a comprehensive strategy, define clear roles and responsibilities and establish a timeline for all activities. Meanwhile, the GC will verify that the planning process complies with relevant securities laws and regulations.
2. Preparation of materials: The CoSec will then oversee the creation of the pitch deck, financial reports and marketing materials. While the secretary looks for consistency in messaging and appearance, the GC confirms that the information is accurate and does not misrepresent the company’s standing. This can also include ensuring materials meet disclosure requirements without revealing sensitive information.
3. Scheduling and logistics: The CoSec will schedule meetings, make travel arrangements for the roadshow team and book any necessary venues. Since laws can change across jurisdictions, the GC will confirm the logistics remain compliant.
4. Rehearsals and training: To help prepare the presentation team, the CoSec will organize rehearsals and mock Q&As. During the rehearsals, the GC’s job is to prepare the team for any legal questions and ensure they understand how to stay within legal boundaries during the presentation.
5. Conducting the roadshow: Once the roadshow begins, the CoSec will manage day-to-day activities, ensure operations stay on schedule and handle any issues that arise. Meanwhile, the GCl will provide on-the-spot legal advice and oversee interactions with potential investors so they comply with securities laws, such as ensuring conversations can’t be interpreted as insider trading.
6. Post-roadshow activities: After the roadshow ends, the CoSec gathers feedback, compiles reports and provides any follow-up communication with investors. The GC will review those communications and actions to validate that they comply with laws like the “quiet period,” which prevents illegal promotion of the IPO.

IPO roadshow timeline

The CoSec and GC alike can use a thorough IPO timeline to ensure neither misses a critical milestone. An example timeline might look like:

12 weeks before roadshow

• CoSec: Assemble the roadshow team, develop the roadshow strategy and establish a timeline.
• GC: Review the initial plans and advise on any legal requirements.

10 weeks before roadshow

• CoSec: Finalize the pitch deck and financial reports. Start scheduling meetings with promising investors.
• GC: Thoroughly review all finalized materials for legal and regulatory concerns.

6 weeks before roadshow

• CoSec: Arrange logistics for travel and venues. Organize rehearsal sessions for the roadshow presentation team.
• GC: Train the presentation team on any legal and regulatory considerations.

4 weeks before roadshow

• CoSec: Confirm meeting schedules and travel arrangements and make any necessary adjustments.
• GC: Ensure all legal clearances are in place and review any changes by the company secretary.

2 weeks before roadshow

• CoSec: Conduct final rehearsals and ensure all materials are ready.
• GC: Check materials for a final time and brief the team on any legal considerations for the presentation and investor conversations.

During the roadshow

• CoSec: Manage the daily schedule, address any logistical issues and gather feedback to gauge the roadshow's success.
• GC: Provide legal support and attend all presentations and conversations to ensure compliance.

Post-roadshow

• CoSec: Compile feedback, create reports and coordinate follow-up communications.
• GC: Review follow-up communications for any legal concerns and conduct a retrospective to identify any legal learnings.

IPO roadshow presentation

You may be familiar with an IPO pitch deck, but an effective presentation requires more than that. The CoSec and GC will work with the IPO roadshow team to ensure they complete all materials on time, convey the company’s value and comply with relevant legal and regulatory requirements.

Essential roadshow materials and presentations

• Pitch Deck: This should be a visually compelling presentation engaging enough to become the centerpiece of your roadshow. It should highlight key aspects of your business and reasons why it’s worth investment.
• Financial statements: Compile detailed financial reports, including balance sheets, income statements and cash flow statements. The GC should review these reports to ensure they meet disclosure requirements but don’t reveal confidential data.
• Marketing collateral: Brochures, fact sheets and executive summaries can give investors a preview of the company and remind them about your offerings after the roadshow.
• Regulatory filings: GC should gather copies of the IPO prospectus and other regulatory documents.
• Q&A documents: Compile questions investors will likely ask and include text with your prepared answers.

Key elements to include in an IPO roadshow presentation

Your pitch deck is integral to a successful roadshow. It should give investors a comprehensive look at your company’s current and future state and give them enough insight to feel confident investing. In your deck, include slides that cover:

• Company introduction: Offer an overview of your company, including its mission, vision and core values.
• Management: Introduce key members of the management team, emphasizing their experience and expertise to build trust with investors.
• Business model: Explain how your company makes money, detailing important products and services.
• Market opportunity: What demand exists for your product or service? Define the market size, growth potential and competitive landscape.
• Financial performance: Display historical financial performance, key metrics demonstrating your company’s financial health and any financial forecasts.
• Growth strategy: What are your plans for the future? Share with investors details like new product launches, market expansions and any strategic partnerships on the horizon.
• Risk factors: Identify risks and challenges your company may face and how you will address them.
• Company’s history: Give investors a look at your company’s origins, including milestones and achievements that may boost their confidence.
• Q&A: Leave room for a robust Q&A session. Consider your responses an opportunity to address any concerns investors may have.

Crafting a compelling story for a memorable roadshow presentation

At a roadshow, the style of your presentation is equally as important as the substance. Engaging investors early and keeping them hooked will make your company more memorable — and increase the chances they’ll feel confident investing.

1. Engage your audience: Start with a strong, relatable story or stat. This should capture the essence of your company but also feel relevant to the investors in attendance.
2. Simplify complex information: Though many investors are finance savvy, simplifying financial data and business strategies can help your audience digest them quickly.
3. Use visuals: Avoid text-heavy slides and instead prioritize graphs, charts and images to illustrate key points at a glance.
4. Show passion: Presenters should convey their passion for the business and conviction that it will achieve its growth goals.
5. Tailor your message: Consider the city you’re in and the industries/sectors the investors specialize in to tap into specific interests and concerts your audience may have.

Compliance with regulations and legislations: Tips for corporate secretaries

Though sharing all assets with the GC for review is essential, CoSecs can also head off issues without being legal experts. Consider:

1. Reviewing securities laws and regulations: GCs are the experts, but CoSecs should be well-versed in the rules and regulations governing IPO processes. This will help avoid conflicts with disclosures, marketing materials and investor communications before spending outsized resources on them.
2. Ensuring accurate and transparent disclosures: CoSecs may not know the ins and outs of disclosure laws, but they can advise the roadshow team to avoid exaggeration and misstatements. Encourage teams to disclose financial performance, business strategy and any known risks accurately and transparently.
3. Preparing compliant marketing materials: Share regulatory considerations with the roadshow team so they can work toward clear, consistent and compliant marketing materials. Schedule reviews with general counsel before disseminating anything to investors.
4. Handling investor questions effectively: Investors will have questions, but how you answer them can introduce regulatory conflicts. The CoSec and GC can work together to train the team to respond to questions with accurate information that stays within laws and regulations.
5. Building trust: Communicating with investors transparently and compliantly builds trust. Orient the roadshow team to showcase the company’s commitment to ethical and compliant practices as a competitive advantage.
6. Regular training and updates: Regulations may change depending on the dates of your roadshow or the jurisdictions you cover. The CoSec should coordinate regular training for the roadshow team and key stakeholders. Pull in the GC to ensure everyone involved knows the legal implications of their roles and responsibilities.

The essential functions of company secretaries in managing IPO roadshow financial communications

CoSecs are the backbone of any IPO roadshow. While they’re essential to preparation, they also play a pivotal role in managing financial communications once the roadshow begins. Getting this right is a multi-faceted approach.

First, CoSecs need to understand their responsibilities. Corporate secretaries can expect to ensure that financial disclosures are accurate and complete, that investors have a clear line of communication with the roadshow team and that all materials are complete and compliant. This communication can often be done manually, but leveraging a secure board portal is vital.

Using a centralized platform to provide detailed financial reporting, disseminate consistent messaging, and share documents keeps the CoSec focused on the more strategic aspects of the roadshow. While the portal facilitates communication among the roadshow team and teams back at headquarters, the CoSec can focus on keeping investors informed about and engaged with the roadshow’s proceedings. This includes managing crises that can and do arise.

Integrating a board portal into the IPO roadshow advances many of the best practices corporate secretaries must adhere to, including:

1. Data security: Easily implement robust data security measures that protect sensitive information behind encryption and access controls.
2. Access controls: These are a feature of board portals that limit sensitive information to authorized personnel, which is important given that CoSecs may need to draw from company information while at the roadshow.
3. Confidentiality agreements: Executives want assurance that all parties involved in the IPO roadshow will not share sensitive data. CoSecs can use portals to access and store agreements.
4. Training: Work with your GC to train the roadshow team about best practices for handling sensitive financial information and maintaining confidentiality.
5. Digital storage: Leaving a sensitive document in a conference room or event space can introduce significant risk. Storing them in a board portal reduces the chances of mismanagement.
6. Incident response plans: IPO roadshows don’t always go according to plan. Build a response plan into your board portal for how to mitigate breaches or unintended leaks of sensitive information.

Company executives’ roles and responsibilities

Though company executives, CoSecs and GCs know and understand their roles and responsibilities, the exact activities they oversee can shift at an IPO roadshow. Teams that review roles before the roadshow will be better equipped to collaborate efficiently without duplicating efforts.

• Chief executive officer (CEO): Like the CEO leads the company, they will also lead the presentation. The CEO should explain the company’s vision, mission and long-term strategy to investors and build relationships with those who align with the company’s goals. CEOs are typically the primary spokespersons for any media interactions and will make strategic decisions related to the IPO, such as pricing and timing.
• Chief financial officer (CFO): The CFO will prepare and present financial statements and reports. They will also lead the financial portion of roadshow presentations and field any financial questions from investors. At the same time, the CFO should set the IPO process budget and work with the company secretary to ensure all costs fall within it. CFOs will also work closely with the general counsel to ensure all disclosures are compliant.
• Chief operating officer (COO): The COO will help orchestrate company operations to support the roadshow. This includes keeping the company running smoothly to build trust with investors.
• Company secretary (CoSec): The CoSec ensures that the IPO roadshow meets all regulatory requirements and adheres to the company’s governance standards. Additionally, the CoSec is often responsible for checking presentations and documents for legal and regulatory compliance considerations. This includes managing shareholder communications and keeping the company’s board of directors informed about IPO activities and investor feedback — good or bad.
• General counsel (GC): The GC is responsible for the legal implications of the IPO. With the help of the CoSec, the GC will oversee roadshow presentations to ensure they comply with regulations in different financial jurisdictions. GCs should also be on hand to handle any legal questions investors may have. The CEO, CFO and GC will collaborate closely to ensure financial statements and disclosures meet legal requirements and won’t expose the company to litigation.

IPO roadshow best practices

Much of your company can’t be captured on paper. Though the numbers, documents and decks matter, so does your roadshow team’s ability to present clearly and confidently. CoSecs can use these best practices as a guide to cultivating a winning IPO roadshow and team.

Know your audience

Research investors in each city thoroughly. Understanding their interests and concerns will enable you to tailor your presentation accordingly. This should impact your pitch and marketing materials.

Build assets around the core elements of your company — like your mission, vision, values, products and services. Then, leave space for anecdotes, case studies or examples specific to each group of investors.

Answer questions clearly and concisely

Investors may ask comprehensive and even challenging questions. IPO roadshow teams should anticipate what investors may ask and prepare answers.

The key to winning investor confidence is answering confidently. Provide enough information without straying from essential details or offering information you shouldn’t. CoSecs can coordinate mock Q&A sessions so the roadshow team can get accustomed to fielding questions under pressure.

Communicate effectively throughout the roadshow

The best communicators are often the best listeners. Pay close attention to investors' questions and concerns, and use that information to provide relevant responses.

You can also use examples to illustrate use cases for your product or service or to help investors relate to your answers. Don’t feel pressured to answer on the spot; offer to follow up with additional information about the presentation as needed.

Ensure proactive board portal adoption

Navigating a successful IPO roadshow requires seamless access to current company insights, often directly from leadership at headquarters. Achieving this can be challenging.

Consider a scenario where a company poised for a 2020 NASDAQ IPO was buzzing with potential and launched its IPO during a particularly volatile period for many industries. Initially, the company utilized a governance platform that lacked the full support of its executives. It was only after the IPO that the company adopted a new solution. Diligent Boards, part of the Diligent One Platform, then gained widespread endorsement from both board members and executives.

This strategic adoption post-IPO allowed the legal team to "reset" the communication dynamics between the board and leadership team. The new platform reengaged board members through storing the data in a safe and central location. This transformation brought the board into full alignment under a unified system, turning potential disorder into clear, strategic operations.

This example underscores the importance of securing buy-in for your governance solutions. Ensuring that all leaders are on board with the chosen platform could significantly smooth the IPO journey. It could make the process more efficient and secure. However, no matter where you are on your IPO timeline, integrating an intuitive solution with a high adoption rate can make a substantial difference.

Build trust with potential investors

Investors want to feel like their money will be in good hands. Your roadshow team should aim to build credibility in all communications, even if they don’t have a well-developed answer to every question.

Prioritize transparency in your pitch and Q&A, and convey your commitment to long-term growth and success. It also helps to develop connections with specific investors; showing you understand their needs and concerns will make investing in your company feel safer.

Ensure your IPO roadshow communication is secure

Accessing sensitive company data from new locations and devices can introduce a significant security risk. Despite that, CoSecs’ responsibilities are clear: presenting clear and up-to-date information.

Board portals offer secure document storage solutions to protect sensitive information. That, coupled with governance workflows, allows CoSecs to maintain operational excellence on the road.

Streamline your collaboration

No matter how much CoSecs and GC plan for the IPO roadshow, the situation is unpredictable. That makes adopting a board portal in advance essential.

Consider a travel and hospitality company. This business began as a small venture-backed entity. Post-IPO, millions use this platform to support their global travel needs. However, facilitating global travel meant this company had subsidiaries worldwide. They knew a successful IPO roadshow depended on quickly and securely managing their entire entity structure.

“We’d need to know who the directors and officers of the entity were, and that information was cumbersome to access and wasn’t being maintained consistently,” says their lead counsel.

As the IPO roadshow loomed, they struggled to overcome a decentralized corporate record and disparate solutions for managing and sharing documents.

“One of the biggest challenges for any company — especially one that’s going through an IPO — is keeping your board adequately informed as quickly as you can on the actions you want to take,” says the lead counsel. “The number of approvals required can be staggering.”

To avoid bringing those challenges on the road, the company turned to Diligent to help standardize and centralize the corporate record. Consolidating subsidiary management and adopting a single source of truth facilitated seamless reporting and compliance, which are critical during the IPO process.

Level up your IPO roadshow presentations

Your pitch deck should be memorable. While the text and graphics matter, consider incorporating eye-catching data and metrics.

Intuitive dashboards, reporting templates and data visualizations can reinforce your narrative. Likewise, highlighting key performance indicators and metrics that support your strengths is a great way to show — rather than tell — investors that your company is on an impressive trajectory.

Set up tools for real-time communication (you’ll thank us later)

Employ collaboration tools for real-time communication (but prioritize secure communications). Your roadshow team will need to update the board. Likewise, the board may have last-minute insights to enrich the pitch or Q&A.

Diligent Boards provides secure messaging for real-time, encrypted communication, which is essential for managing crises and other urgent matters during the roadshow.

Perfect your roadshow video

Think of your IPO video and presentation as a one-two punch. You’ll release your video to investors on day one, then follow that with your complete presentation throughout days one and two.

Like the presentation, your video should inspire investors to buy into your mission and vision and ultimately invest in the products or services you’ve identified to achieve it. You’ll typically have up to 35 minutes to leave your mark.

Aaron Skonnard, former CEO of Pluralsight who oversaw the IPO process during his time there, says, “The video is your first impression — and may be your only one for the many investors that aren’t able to attend group meetings or secure one-on-one meetings slots.”

He and his team created a winning video by:

• Collaborating internally: He prioritized the contributions of the roadshow, communications and marketing teams who lived the company day in and day out.
• Leveraging subject matter experts: With storyboarding and scripting mostly complete, he brought in subject matter experts to refine the message.
• Considering compliance: Videos are subject to SEC regulations, so legal and finance teams should review them every step of the way.
• Allowing for revisions: IPO roadshow videos should be iterated. Aaron and his team ultimately underwent 20 rounds of revision, so don’t wait until the last minute to put your video together.

Leverage AI strategically

Integrating AI into your roadshow strategy can maximize your roadshow team’s capacity. For example, Diligent AI can assist GCs and CoSecs during the IPO roadshow process in several ways.

During the preparation phase, it provides AI-powered risk data and analytics, which enhance decision-making and help identify and manage potential risks. This ensures a consolidated view of risk across the organization. During the roadshow, Diligent AI aids in effectively highlighting and communicating critical information to stakeholders. After the IPO, the platform continues to track and analyze regulatory changes, ensuring ongoing compliance and alignment with new regulations.

Prioritize continuous improvement

An IPO roadshow can yield as much feedback as it does capital. Use any feedback you get to review and refine your roadshow strategy. This is essential to not only building more capital over time but also adapting your strategy to market conditions.

Investors want to see that you’re savvy in the business ecosystem, and refining your pitch is a great way to display that.

Develop an investor follow-up plan

If your roadshow presentation made an impression, investors may want to engage with your company later on. But how should they take action?

Having a follow-up plan in place can cultivate investor interest and address any lingering barriers standing between them and an investment. This is a crucial way to maintain the relationships you worked hard to build at the roadshow.

What happens after a roadshow?

After completing an IPO roadshow, the next steps are crucial. What you do after the roadshow is key for capitalizing on the momentum you created. Here’s an outline of what typically happens:

1. Analyzing investor feedback: Gather your roadshow team and consolidate feedback across your team, including notes from Q&A sessions and investor comments. Look for common themes and concerns to determine if any points warrant a follow-up.
2. Finalizing IPO pricing: Consider the level of interest and demand your roadshow generated to determine your final IPO price. Underwriters can help analyze your books and set a price that balances investor demand with your financial goals.
3. Filing final documentation: Make any adjustments to the final version of your prospectus, then submit it and any other required documents to the relevant regulators.
4. Communicating with investors: Implement your follow-up plan. Inform investors about key milestones leading to the IPO and answer any questions they have post-roadshow.
5. Preparing for the IPO launch: Ensure teams, systems, and processes are ready to transition to a public company. Once internal teams are informed, develop a PR strategy to either generate media coverage or respond if the IPO fails.
6. Executing IPO day: Coordinate with exchanges, underwriters and other stakeholders to plan a smooth launch. Monitor stock performance on the first trading day and handle any issues immediately.

How do you measure the success of an IPO roadshow?

Measuring the success of an IPO roadshow is multi-faceted. CoSecs should evaluate both quantitative and qualitative factors to get a complete picture of the roadshow’s impact. Many companies track metrics like:

• Investor interest and demand: How many investors subscribed, and how does that compare to the target amount? Higher subscription levels indicate strong interest, as do a high volume or value of investor commitments.
• Sentiment analysis: What did investors say about the presentations, business model or financial performance? The overall sentiment of their comments can be a valuable indicator of the roadshow’s effectiveness.
• Pricing valuation: Compare the final IPO price with the price you targeted. The higher the price, the more positively investors view you. This includes your company’s valuation pre and post-IPO.
• Financial performance: How did stocks and trading volume perform after the IPO? This can provide intel into market interest.

Think bigger than the IPO roadshow

The IPO roadshow is critical. Effective preparation, memorable presentations and a clear, confident Q&A can all win investors over.

At the same time, roadshows are just one cog in the wheel propelling your company toward a powerful public listing. No amount of coordination and communication between the CoSec and GC can overcome weak business fundamentals, an incomplete business model or internal teams that are unprepared for the transition from private to public.

What does a successful IPO really take? Learn the seven steps for going public the right way from the IPO roadshow and beyond.

FAQs

What is an IPO roadshow?

An IPO roadshow is a series of presentations a company’s senior management delivers to investors ahead of the initial public offering (IPO). Companies use IPO roadshows to generate investor interest, share insight into the company’s outlook and secure investment commitments.

What is the importance of an IPO roadshow?

An IPO roadshow is important because it builds investor confidence, generates market interest and fosters a successful IPO launch. Companies can use the roadshow to present their stories, answer investor questions and address any concerns, ultimately stewarding a favorable IPO price and diverse investor base.

What legal disclosures are required during the IPO roadshow?

During IPO roadshows, presenters must disclose accurate information related to finances, business strategies, risks, and other material information. This promotes compliance with securities regulations and builds transparency with potential investors.

How do we handle regulatory scrutiny during the roadshow?

To handle regulatory scrutiny, ensure all communications and documents are accurate, complete and compliant. Partnering closely with your general counsel — an in-house compliance expert — can also help mitigate regulatory risks as they arise.

What are the risks associated with miscommunication during the roadshow?

Misinformation, legal liabilities and compromised investor trust are just a few risks associated with miscommunication during roadshows. Miscommunication can also lead to regulatory penalties, reputational damage and potential lawsuits.

For more insights and comprehensive strategies, download our whitepaper, The Road to IPO Starts Now: 7 Steps for Going Public the Right Way.