SpaceX Details Legal Fees as IPO Proceeds Without Law Chief (1)

Elon Musk’s Space Exploration Technologies Corp. has committed to $25.5 million in legal costs and lined up outside counsel at Gibson, Dunn & Crutcher in pursuing the largest stock market debut in history.

But disclosures for SpaceX’s initial public offering so far are missing one key element: naming a top C-suite legal leader within the company.

SpaceX, which is eyeing a potential $2 trillion valuation, doesn’t list a dedicated general counsel or chief legal officer in its securities filings. SpaceX attorneys either did not return requests for comment or referred them to the company’s media team, which didn’t respond to questions.

“I am certainly surprised to see a company of SpaceX’s size and industry without a CLO or GC,” said Elise Maizel, an assistant professor of commercial law, legal ethics, and professional responsibility at Michigan State University College of Law. “The trend in the last two decades has been a move towards more CLOs, often responding directly to the CEO and board. This is especially true for companies with significant legal and regulatory risk.”

Rob Chesnut, a former general counsel at Airbnb Inc., called SpaceX’s structure a “statement of sorts” and typical of the unconventional Musk.

“He’s a rebel,” Chesnut said. “When it comes to legal and compliance, he’s often bristled and been antagonistic toward it.”

SpaceX’s Big Law billables—noted in an amended S-1 filing—come as it proceeds with a listing that could help Musk’s wealth reach new heights. The terms for a stock float seeking to raise $75 billion have drawn scrutiny over Elon Musk’s control of the company and its corporate governance structure.

Gibson Dunn is advising SpaceX on its IPO, while Davis Polk & Wardwell is representing underwriters led by Goldman Sachs Group Inc. Gibson Dunn stands to receive the lion’s share of the fees in its role advising the issuer, as lawyers for underwriters are traditionally paid out of their IPO proceeds.

Legal fees for most IPOs traditionally run between $700,000 to $5 million but can often climb higher than that range based on company size, corporate structure, industry, and other factors, per PricewaterhouseCoopers data. As a matter of comparison, the largest IPO in the US last year—a nearly $6.3 billion listing in December by Medline Inc., which was advised by Simpson Thacher & Bartlett—generated $25.2 million in legal fees and expenses, according to securities filings. The largest listing so far this year, a $5.5 billion IPO last month by AI chipmaker Cerebras Systems Inc., represented by Latham & Watkins, yielded $4.1 million in legal fees and expenses, according to securities filings.

Michael Smith, a senior legal director at SpaceX, is the sole in-house lawyer named in its S-1. Smith joined SpaceX in 2020 after a brief stint at now-defunct Kew Media Group and a half-dozen years in private practice at Akin Gump Strauss Hauer & Feld and Ropes & Gray, according to his LinkedIn profile.

Michigan State’s Maizel noted that aerospace and defense contracting rivals such as Boeing Co. and Lockheed Martin Corp. have senior lawyers serving as named executive officers in Brett Gerry and Kevin O’Connor, respectively.

Three members of SpaceX’s board have legal backgrounds: longtime Musk allies and investors Antonio Gracias and Ira Ehrenpreis, as well as Donald Harrison, a Google LLC executive who once worked at Wilson Sonsini Goodrich & Rosati.

Legal Leadership

SpaceX has had at least two permanent general counsel. David Anderman, a former top lawyer at Lucasfilm Ltd., joined SpaceX as general counsel in 2019 but left the following year. Timothy Hughes, the first general counsel at SpaceX, subsequently moved into a global business and government affairs position at the company. David Harris, a former acting general counsel who spent 15 years at SpaceX, announced via LinkedIn earlier this year that he retired in late 2025.

The two other most senior lawyers at SpaceX are Christopher Cardaci and Sheila McCorkle, both of whom are vice presidents of legal, according to public records. McCorkle joined SpaceX from Akin Gump in 2016, while Cardaci, a former partner at what is now Hogan Lovells, came aboard in 2013. Cardaci and Smith worked with Gibson Dunn on SpaceX’s acquisition of Musk’s xAI, an artificial intelligence company that has hired James Burnham to be its general counsel.

Burnham, a former litigation financier who most recently was the top lawyer for the Musk-led Department of Government Efficiency, has taken the lead for xAI on some sensitive matters. Bloomberg News reported this week on Burnham representing a shell company linked to Musk that’s bought land near Houston for a $55 billion semiconductor plant backed by SpaceX and Tesla Inc.

SpaceX and xAI are among several Musk-related entities that have been busy adding legal talent in recent months. SpaceX’s online jobs board shows a handful of legal openings, and within the last six months it and xAI have hired more than a dozen in-house lawyers. The new recruits include Matthew Long, a former top lawyer at Palantir Technologies Inc., which he helped take public. Long, who is now in a government affairs role at xAI, most recently was general counsel for satellite startup Astranis Space Technologies Corp.

Chesnut said SpaceX’s legal model can succeed, even if it’s one he wouldn’t recommend. “You’ve got a lot of good lawyers there,” he said.

While talented attorneys are in abundance at SpaceX and xAI, Maizel said their status in the corporate hierarchy is a reflection of “organizational culture.”

Musk’s had a rocky history with some members of the legal profession—including disputes with various judges, lawyers, and law firms.

“When companies choose not to place lawyers at the top of the organization, they are signaling something about how they weigh legal and compliance concerns as compared to other organizational priorities,” Maizel said.

“The question is, ‘Do you think it is important to have a lawyer in the room with the key corporate decision makers for the company?’” Maizel said. “It seems here that Musk has decided he does not.”