Private Equity IPO Deal Terms Survey 2026 (Freshfields)

Summary

• The survey covers 86 sponsor-backed companies that completed a US IPO from January 1, 2021 through December 31, 2025, generating $100 million or more in gross proceeds.p.4
• 63% of the surveyed IPOs were primary only, while 37% included a secondary component.p.4
• 90% of the surveyed companies remained controlled companies post-IPO, yet 58% went public with a board consisting of a majority of independent directors.p.4
• 87% of the surveyed companies granted sponsors contractual rights to nominate or designate directors to the board after the IPO.p.4
• 93% of the Delaware-incorporated surveyed companies opted out of Section 203 of the DGCL.p.5
• 98% of the Delaware-incorporated surveyed companies waived corporate opportunities for persons affiliated with the sponsor.p.5
• 27% of the surveyed companies utilized an Up-C structure.p.66

Key insights

1. Technology companies accounted for 24% of the companies surveyed and healthcare for 13%, with 55% listed on the NYSE and 45% on Nasdaq.p.7
2. A minority of surveyed companies (12%) featured high-vote/low-vote dual-class share structures.p.13
3. 85% of companies surveyed had a staggered board.p.21
4. 77% of the surveyed companies that grant director designation rights permitted the sponsors to designate a majority or supermajority of the board.p.25
5. 91% of the surveyed companies had a chair of the board, with 33% disclosing that individual as independent.p.27
6. In 57% of the surveyed companies, the sponsor was entitled to designate at least one member of the audit committee.p.31
7. Most surveyed companies (77%) have a springing supermajority threshold for charter amendments.p.50
8. 100% of the surveyed companies included an advance notice requirement, with a typical 90/120 window.p.59
9. Through the Tax Receivable Agreement, IPOCo typically pays the pre-IPO owners 85% of the realized tax benefits.p.68