Cooley Launches First Post-IPO Governance Trends Report

SAN FRANCISCO – November 18, 2025 – Cooley has launched its first “Post-IPO Governance Report,” a comprehensive new study analyzing how newly public companies structure and evolve their governance practices, policies and disclosures in the years following an initial public offering (IPO). Drawing on a uniquely broad dataset of US-listed companies that went public between 2017 and 2021, the report provides timely insights for companies preparing to go public or navigating their early years post-IPO, particularly as proxy season approaches and IPO activity increases. 

“Companies preparing to go public need trusted, data-driven insights to guide governance and disclosure decisions that will shape their trajectory for years,” said David Peinsipp, co-chair of Cooley’s global capital markets practice. “Our multi-year dataset provides a rare view into patterns that only emerge over time, giving clients the foresight to anticipate challenges and position themselves for long-term success as public companies.”

A retrospective on a period of historic IPO activity, the report examines governance practices at the time of IPO and post-IPO developments, such as changes to governance frameworks, annual meeting voting outcomes, and the evolution of board and leadership teams, to extract meaningful insights, finding that:

• Post-IPO, most companies maintained their IPO-adopted governance structures for almost a decade.
• 88% of the active IPO companies retained their multi-class share structures, highlighting how post-IPO ownership models can impact governance evolution and stability in the long term.
• Despite consistency in governance structures, there tended to be a lot of churn around both board composition and executive leadership, with 68% of the studied companies changing either their CEO or chief financial officer since going public, demonstrating high post-IPO volatility.
• 99% of the active IPO companies received at least one negative recommendation from ISS for their director nominees, underscoring the divergence between governance provisions and proxy advisor preferences.

“What stands out in this research is how durable governance structures are once a company enters the public markets,” said Brad Goldberg, co-chair of Cooley’s corporate governance and securities regulation group. “These frameworks often persist far longer than companies expect. Understanding this durability, and how investors and proxy advisors respond to it, is essential to making informed decisions both before and after the IPO.”

This report marks the beginning of an annual series to be released by Cooley’s global capital markets group, reflecting the firm’s commitment to providing market-leading insights at the intersection of governance, disclosure and IPO readiness. Readers can explore the full findings on IPO GO, Cooley’s interactive resource for navigating an IPO and the post-IPO life cycle.

Download the report

About Cooley LLP

Clients partner with Cooley on transformative deals, complex IP and regulatory matters, and high-stakes litigation.

Cooley has nearly 1,400 lawyers across 19 offices in the United States, Asia and Europe, and a total workforce of more than 3,000 people.