While an IPO is a milestone—one oversight in your S-1 filing, one governance blind spot, or one unresolved shareholder dispute can delay your offering, tank your valuation, or attract SEC scrutiny.
This checklist isn’t theoretical. It’s the exact framework to guide startups from Series B to NYSE. For U.S.-based companies, here’s what you need to lock down before you file:
- Corporate Governance Structure
- Board composition (independent directors, committees).
- Bylaws alignment with SEC/Nasdaq/NYSE requirements.
- Financial Disclosure Rigor
- SOX 404(b) compliance (internal controls).
- Material weakness audits (fix pre-filing).
- Cap Table Clean-Up
- Outstanding convertible notes, warrants, or SAFEs.
- Employee stock plan adjustments (post-IPO dilution).
- Litigation Inventory
- Pending lawsuits, IP disputes, or regulatory investigations.
- Mitigation plans for every material risk.
- Executive Compensation
- SEC Rule 402 disclosures (salaries, bonuses, equity).
- Clawback policy drafting (Dodd-Frank compliance).
- Underwriter & Vendor Contracts
- Lock-up agreements (insider sales).
- Due diligence demands from underwriters.
- Post-IPO Compliance Blueprint
- Insider trading policy updates.
- Quiet period protocols (who speaks, when, and how).
Miss one item, and you risk becoming a case study in what not to do. Nail all seven, and you turn legal from a cost center into the quiet MVP of your IPO.
