[joshjkim]

I think your overall thoughts on not-always-aligned-interests is really key to understanding the IPO process (or really any process..): when a company goes public, it's really a product being sold by the underwriter's sales team, and upside is a (the?) key factor in making the sale.

In addition to that, a company's goal in any fundraising effort should not necessarily be to get-the-most-money possible, but rather to balance: (1) getting the amount of money it needs to accomplish its goals/objective over a given period of time vs. (2) the control/ownership it will have to give up in exchange for that amount of money.

There may be times where the company achieves that optimization but there is still "money on the table" which is fine since the company achieved its objective, which is the definition of success.