Who’s getting paid on the biggest IPO in history?

Ben Thomson, LawFuel contibuting editor

Gibson, Dunn & Crutcher is steering SpaceX through what has become the largest stock market debut ever, while Davis Polk & Wardwell is guiding the underwriting banks led by Goldman Sachs. Reports from Bloomberg indicate that SpaceX has committed to $25.5 million in legal costs in its amended S-1 — a figure that dwarfs the typical IPO legal spend, though it’s broadly in line with what other mega-deals have paid out.

For context, the largest US IPO of 2025, Medline’s $6.3 billion listing advised by Simpson Thacher & Bartlett, generated $25.2 million in legal fees and expenses, while Cerebras Systems’ $5.5 billion IPO, handled by Latham & Watkins, racked up $4.1 million.

SpaceX’s number sits almost exactly where Medline landed except SpaceX is aiming for a deal roughly twelve times the size.

Who are the key legal players?

Gibson Dunn capital markets partners Hillary Holmes, (pictured) Harrison Tucker and Atma Kabad in Houston are leading the firm’s SpaceX team, alongside New York-based George Sampas, co-chair of the firm’s M&A practice and head of cross-border M&A.

Holmes co-chairs Gibson Dunn’s capital markets practice and co-leads its Houston office and according to Bloomberg Law, she’s the partner SpaceX has chosen to prepare the IPO, in a role that hasn’t been publicly disclosed by the firm or the company.

On the other side of the table, Davis Polk’s capital markets and M&A team advising the underwriters includes partners Byron B. Rooney, (pictured) Stephen A. Byeff, counsel Joze Vranicar of New York, and partner Alan F. Denenberg of California.

The pairing isn’t a first date. Sampas and Robert Little, Gibson Dunn’s Dallas-based global co-chair of M&A, previously steered SpaceX through its agreement to pay up to $60 billion for AI company Cursor, and Gibson Dunn also worked alongside SpaceX’s in-house lawyers on the xAI acquisition.

Why does Gibson Dunn get the Bigger Slice?

Because that’s how the IPO fee split traditionally works. Gibson Dunn is set to take the lion’s share of the fees in its issuer-side role, since underwriters’ counsel is typically paid out of the IPO proceeds rather than billed separately to the company. bloomberglaw

Where’s SpaceX’s General Counsel?

This is the genuinely odd part of the story, and worth the headline treatment. SpaceX doesn’t list a dedicated general counsel or chief legal officer in its IPO filings, and the company didn’t respond to questions about it.

Elise Maizel, an assistant professor of commercial law and legal ethics at Michigan State University, said she was surprised a company of SpaceX’s size and industry lacks a CLO or GC, noting the broader trend has been toward elevating chief legal officers, especially at companies with significant regulatory exposure.

Rob Chesnut, former general counsel at Airbnb, called the structure a “statement of sorts”, typical, he said, of Musk’s often antagonistic relationship with legal and compliance functions, even if “you’ve got a lot of good lawyers there”.

The sole in-house lawyer named in SpaceX’s S-1 is Michael Smith, (pictured) a senior legal director who joined in 2020 after stints at Akin Gump and Ropes & Gray. The two other senior legal figures are VPs Christopher Cardaci, a former Hogan Lovells partner who joined in 2013, and Sheila McCorkle, who arrived from Akin Gump in 2016, both of whom worked with Gibson Dunn on the xAI deal.

SpaceX has had two prior general counsels: David Anderman, formerly Lucasfilm’s top lawyer, who left after a year, and Timothy Hughes, the company’s first GC, who moved into a government affairs role.

David Harris, a former acting general counsel who spent 15 years at the company, announced his retirement in late 2025.

Three SpaceX board members have legal backgrounds: longtime Musk allies Antonio Gracias and Ira Ehrenpreis, plus Donald Harrison, (pictured) a Google executive who previously worked at Wilson Sonsini.

What about the Underwriting Banks?

A syndicate of 21 financial institutions is reportedly supporting the offering, internally dubbed “Project Apex,” with Morgan Stanley, Goldman Sachs, JPMorgan, Bank of America and Citigroup leading the deal. The deal terms have shifted as the process has progressed, with SpaceX now reportedly targeting a $75 billion raise rather than the earlier $1.75 trillion valuation chatter.

The broader Big Tech IPO wave

SpaceX isn’t going public in isolation. OpenAI has engaged Cooley for its own IPO preparations, while Anthropic has hired Wilson Sonsini Goodrich & Rosati to kick off its public offering process — meaning the capital markets bar’s biggest names are simultaneously gearing up for what could be three of the largest listings in history within the same stretch.

At-a-glance summary table (for the article)

Here’s a visual comparing SpaceX’s disclosed legal spend against the two largest recent US IPOs: