Going Public Toolkit: S-1 Workstreams, Diligence, and Underwriting Terms

Document type: Toolkit Practice area: Corporate — Securities Jurisdiction: United States (federal) Last reviewed: 5 September 2026

How to use this toolkit

An offering is a liability event with a financing attached. Section 11, 15 U.S.C. § 77k, imposes near-strict liability on the issuer and reaches every director who signs; everyone else defends on due diligence. That is why Tools 6 through 8 exist, and why the readiness tools come first: the transaction takes weeks, and getting a company into a state where it can survive the transaction takes a year.

Tool 1 — Readiness assessment scorecard

IPO READINESS — [Company] — [Date] — PRIVILEGED
Target filing: ______   Assessment date: ______

                                    Ready | Gap | Months to fix
FINANCIAL REPORTING
  Audited financials, required periods |   |     |
  PCAOB-registered auditor            |   |     |
  Revenue recognition defensible      |   |     |
  Close process ≤ 10 days             |   |     |
  Public-company accounting staff     |   |     |
  Acquisition financials / pro formas |   |     |
INTERNAL CONTROL
  Processes documented                |   |     |
  Controls tested                     |   |     |
  Deficiencies remediated             |   |     |
CAPITALIZATION
  All issuances authorized/documented |   |     |
  All option grants evidenced         |   |     |
  Stockholder agreements addressed    |   |     |
GOVERNANCE
  Independent directors recruited     |   |     |
  Audit committee financial expert    |   |     |
  Committees functioning              |   |     |
  Policy set adopted                  |   |     |
CONTRACTS
  Material contracts identified       |   |     |
  Confidentiality issues renegotiated |   |     |
BUSINESS
  Customer concentration: ____%       |   |     |
  Key person dependence               |   |     |
  IP ownership / chain of title       |   |     |
  Litigation resolved or reserved     |   |     |

** LONGEST POLE: ______________  MONTHS: ______ **
REALISTIC FILING DATE: ______  (assessment + longest pole + 3)

Annotation. The last two lines are the deliverable. Boards set filing dates from market windows and banker enthusiasm; this scorecard sets them from the constraint. A company with reviewed-only financials and a twenty-six-day close is fourteen months from filing regardless of what anyone would prefer, and saying so at the assessment is far better than saying it in month nine.

Tool 2 — Financial statement gap analysis

FINANCIAL STATEMENT READINESS — Reg S-X, 17 C.F.R. Part 210

PERIODS REQUIRED
  Standard: ____ years audited + interims
  EGC accommodation available?  Y / N → ____ years
  Periods we have AUDITED: ______  REVIEWED only: ______
  ** Gap: ______ years to audit **

AUDITOR
  Current firm: ______   ** PCAOB-registered? ** Y / N
  If N: re-audit required — est. ______ months
  Applicable auditing standards applied?  Y / N

** STALENESS **
  Financials go stale on: ______
  Filing must occur by: ______
  Next period required if missed: ______  Cost: ____ weeks
  [Staleness dates drive the entire timetable.]

ACCOUNTING ISSUES TO RESOLVE
  Issue | Periods affected | Restatement? | Owner | Due
  ------|------------------|--------------|-------|-----
  Revenue recognition: ______
  Stock compensation / valuations: ______
  Leases / other: ______

ACQUISITIONS
  Target | Date | Significance test result | Financials
  required? | Pro formas required? | Available?

CLOSE PROCESS
  Current: ____ days   Target: ____ days   Plan: ______

PERSONNEL
  Controller public-company experience?  Y / N
  Technical accounting resource?  Y / N
  Internal audit?  Y / N
  Hires needed: ______  Recruiting lead time: ____ months

Annotation. Two lines cause the most damage when missed. The PCAOB registration check — statements audited by an unregistered firm must be re-audited, and companies have lost six months discovering this in the organizational meeting. And the staleness date, which is the hard constraint the whole timetable is built against; miss the window and the company adds a quarter of audited or reviewed figures and several weeks.

Tool 3 — Capitalization audit

CAPITALIZATION AUDIT — reconcile to CORPORATE RECORDS, not the
spreadsheet

EQUITY ISSUANCES
 Date | Holder | Securities | Consideration | Board approval
 (document + date) | Stockholder approval if required |
 Securities law exemption | ** DEFECT? **

OPTION AND EQUITY GRANTS
 Date | Grantee | Number | Exercise price | ** Board/committee
 approval located? ** | FMV determination supporting the price |
 Plan capacity available | ** DEFECT? **
 [Missing written consents for grants are THE recurring defect.]

CONVERTIBLE INSTRUMENTS
 Instrument | Holder | Conversion mechanics | Conversion at IPO
 confirmed | Notices required

AGREEMENTS TO TERMINATE OR AMEND
 [ ] Stockholders agreement    [ ] Voting agreement
 [ ] Right of first refusal / co-sale
 [ ] Registration rights (survives — review terms)
 [ ] Investor rights / information rights
 [ ] Drag-along

REMEDIATION
 Defect | Fix (curative resolution / ratification / release) |
 Consent needed from | Status
 [Fix now. This costs little in month 3 and is expensive and
  public in week 9 of underwriter diligence.]

Reconciled by ______ Reviewed by counsel ______ Date ______

Annotation. Reconcile to the corporate records rather than to the cap table software. The spreadsheet reflects what people believed happened; the minute book reflects what was actually authorized, and the gap between them is where the defects live. Every one of them is cheap to cure while the affected people still work at the company.

Tool 4 — Timetable template

IPO TIMETABLE — [Company] — Target pricing: ______

L-18 mo  Readiness assessment (Tool 1)
L-17     Remediation begins: financials, cap table, governance
L-16     Independent director search begins  [takes months]
L-14     Material contract review; confidentiality renegotiation
L-12     Audit of prior periods underway
L-9      Committees constituted and meeting
L-6      Close process at target; accounting staff in place
L-4      ** ORGANIZATIONAL MEETING **
           Timetable · workstreams · diligence plan ·
           ** communications policy imposed **
L-4 to L-2  Drafting (6-10 weeks) and diligence in parallel
L-2      ** CONFIDENTIAL SUBMISSION **
L-2 +30d   First comment letter expected
           ** Assume 2-4 rounds at 2-4 weeks each **
           ** ASSUME REVIEW ADDS 2-3 MONTHS **
L-6 wk   Governance decisions to the board (Tool 11)
L-3 wk   Public filing
L-2 wk   Road show
L-0      Pricing (board/pricing committee decision)
L+3 d    Closing
L+180 d  Lockup expiry (subject to early release triggers)

CONSTRAINTS
  Financial staleness date: ______
  Board meeting dates: ______
  Market windows to avoid: ______

Annotation. The bolded assumption about the review period is the one that saves offerings. First-time issuers build timetables from the drafting schedule and treat the Commission review as a formality; two to four comment rounds at two to four weeks each is ordinary, and a road show scheduled against an optimistic assumption gets moved — publicly, if the company has already filed.

Tool 5 — Workstream matrix

S-1 WORKSTREAMS — owner is a PERSON, not a department

Section | Primary drafter | Company owner | Reviewer | Draft due |
Status
--------|-----------------|---------------|----------|-----------|
Summary / The Offering
Risk factors               |   |   |   |
Use of proceeds            |   |   |   |
Capitalization / dilution  |   |   |   |
MD&A                       |   |   |   |
Business                   |   |   |   |
Management                 |   |   |   |
Executive compensation     |   |   |   |
Related party transactions |   |   |   |
Principal stockholders     |   |   |   |
Description of capital stock|  |   |   |
Shares eligible for future sale| |  |   |
Underwriting               |   |   |   |
Financial statements       |   |   |   |
Exhibits / exhibit index   |   |   |   |
** Backup binder (Tool 7) **|  |   |   |
Diligence record (Tool 6)  |   |   |   |

DRAFTING SESSIONS
 Date | Sections covered | Attendees | Open items
 [Whole group, aloud, line by line. The problems found here do
  not become claims.]

Annotation. Naming a person per section is the point. Sections assigned to "finance" or "the business" are the ones that arrive late and wrong, and the two workstreams most often left unowned — the backup binder and the diligence record — are precisely the two that constitute the § 11 defense.

Tool 6 — Diligence request list and session plan

DILIGENCE — [Company]

DOCUMENTS
 Corporate: charter, bylaws, minutes (all periods), consents,
 stock records, subsidiary documents
 Financing: all equity and debt documents, side letters
 Contracts: top customers, top suppliers, distribution,
 licenses, leases, JVs, settlements
 IP: patents, trademarks, licenses, assignments from employees
 and contractors, ** chain of title **, freedom-to-operate work
 Litigation: pending, threatened, closed (5 years), demand
 letters
 Regulatory: licenses, approvals, correspondence, inspection
 reports, enforcement history
 Employment: agreements, plans, handbooks, classification,
 immigration
 Insurance: policies, claims history, D&O
 Real property: leases, titles, environmental

SESSIONS (with counsel present; minuted)
 Function | Attendees | Date | Topics | Follow-ups
 CEO / strategy · CFO / financials · Sales / customers ·
 Operations · R&D / product · Regulatory · HR · IT and security

THIRD PARTY
 [ ] Customer calls: ______   [ ] Supplier calls: ______
 [ ] ** Director and officer background checks ** — results
     appear in the prospectus
 [ ] Technical / scientific diligence where the business
     requires it
 [ ] Public records, litigation searches, lien searches

** PURPOSE: this record IS the § 11 due diligence defense for
   the directors and the underwriters. Organize it to be
   produced. **

Annotation. The closing note reframes the whole exercise for a management team that experiences diligence as an interrogation. The underwriters' counsel asking uncomfortable questions is building the defense that protects the company's own directors — and a management team told that once tends to cooperate rather than resist.

Tool 7 — Backup binder specification

PROSPECTUS BACKUP — every factual assertion tied to a source

Page | Statement as drafted | Type | Source | Where the source
lives | Verified by | Date
-----|----------------------|------|--------|------------------

TYPES REQUIRING BACKUP
 [ ] Market size and growth rates
 [ ] Market share and ranking ("leading", "largest", "#1")
 [ ] Customer counts, retention, net revenue retention
 [ ] Technical performance claims
 [ ] Competitive comparisons
 [ ] Regulatory status assertions
 [ ] Every number not taken from the financial statements
 [ ] Every superlative or comparative

SOURCE STANDARDS
  Third-party research: cite the report, date, and whether we
  commissioned it (disclose if we did)
  Internal data: identify the system, the query, and who ran it
  ** "Management believes" is NOT a source ** — see Tool 8

MAINTENANCE
  Updated with each draft.  Owner: ______
  ** Build it as you draft. Reconstructing it in week 9 is how
     offerings slip. **

Annotation. Underwriters' counsel will ask for this and will test it. The entries that fail are the ones where a market size figure came from a slide nobody can trace and a "leading provider" claim rests on the founder's belief. Both are fixable in drafting and neither is fixable at pricing.

Tool 8 — Opinion statement test

THE "WE BELIEVE" TEST — apply to EVERY statement of opinion

Statement: "______________________________________"

1. WHO holds this belief?  ______________
2. ** WHAT DOES IT REST ON? **
   [ ] Analysis performed — by whom, when: ______
   [ ] Advice obtained — from whom, when: ______
   [ ] Data — what, where: ______
   [ ] ** Nothing ** → the sentence comes out

3. ** IS THERE CONTRARY MATERIAL IN OUR FILES? **
   [ ] Advice to the contrary: ______
   [ ] Internal dissent or flagged concerns: ______
   [ ] Prior inconsistent statements: ______
   If yes → disclose the contrary facts, or remove the opinion.

4. WOULD A REASONABLE INVESTOR INFER AN INQUIRY WE DID NOT MAKE?
   [ ] Yes → disclose the limits of the inquiry
   [ ] No

DISPOSITION: [ ] Keep as drafted  [ ] Keep with added
disclosure: ______  [ ] Remove  [ ] Replace with fact: ______

Under Omnicare, Inc. v. Laborers District Council Construction
Industry Pension Fund, 575 U.S. 175 (2015), an opinion is untrue
if not sincerely held, and may be actionable ** as an omission **
if it omits material facts about the issuer's inquiry into or
knowledge concerning the opinion that conflict with what a
reasonable investor would take from it.

Annotation. Run this on every "we believe," "we are confident," and "management estimates" in the draft. The productive question is item 2, and the honest answer is frequently "nothing" — an assertion the company would like to make, dressed as a belief to avoid asserting it as fact. That construction is exactly what Omnicare addresses.

Tool 9 — Risk factor drafting standard

RISK FACTOR REVIEW — apply to each

 [ ] ** Specific to THIS company ** — could it appear verbatim
     in a competitor's prospectus? If yes, rewrite or cut.
 [ ] ** Quantified where possible ** — "our three largest
     customers were 29% of revenue and each contract is
     terminable on 90 days' notice", not "we depend on a limited
     number of customers"
 [ ] ** Has this risk ALREADY MATERIALIZED? **
     If yes → do NOT frame it as hypothetical. Disclose what
     happened, then the risk of what may follow.
     [Framing a known fact as a possibility is an affirmative
      misstatement.]
 [ ] Ordered by importance — the worst one is not buried
 [ ] Consistent with MD&A known trends and uncertainties
 [ ] Traceable to the diligence file
 [ ] Re-read after the FINAL diligence session

MASTER LIST
 # | Risk | Specific? | Quantified? | Materialized? | Cross-ref
 to MD&A | Source in diligence

REFRESH: risk factors are updated in every annual report.
Copying forward a stale list creates a compounding problem.

Annotation. The materialized-risk check is the one that produces actual liability. A company whose largest customer has given notice, and whose prospectus says "we may lose customers," has made a statement that is false when made — and it is discovered immediately when the loss is announced.

Tool 10 — Communications policy and comment response format

OFFERING COMMUNICATIONS POLICY
Effective: organizational meeting → ** end of the lockup **

THE RULE
  ** Keep doing exactly what we have always done, at the same
     cadence, and change nothing because of the offering. **
  § 5(c) prohibits offers before filing, construed broadly to
  include conduct conditioning the market.

REQUIRES APPROVAL BY [named approver] BEFORE RELEASE
  Press releases · media interviews · social media (company AND
  executive personal accounts) · conference presentations ·
  podcasts · customer and partner communications about the
  company's prospects · recruiting materials referencing the
  offering · analyst or investor communications

NEVER
  ✗ Discussing the offering externally
  ✗ Projections or forward-looking statements outside the
    document
  ✗ Anything inconsistent with the prospectus
  ✗ Statements about valuation, timing, or demand

ROAD SHOW
  ** Say nothing that is not in the prospectus. **
  Deck and script retained; meetings logged.
  Cannot answer? "That isn't something we've disclosed."

ALL EMPLOYEES: no external discussion, no posts, no answering
press or recruiter questions. Route to [name].

COMMENT RESPONSE LETTER — FORMAT

For EACH comment, numbered to match the staff letter:

  Comment 1: [quote the staff comment in full]

  Response: [Either] We have revised the disclosure on page __
  to [describe the change; quote the revised language].
  [Or] We respectfully advise the Staff that [precise
  explanation why no change is warranted, with the analysis and
  its basis].

RULES
 [ ] Every comment answered — none skipped or merged away
 [ ] Revised language quoted, with page references
 [ ] ** Do not argue at length with a comment you will
     ultimately accept ** — it costs a round
 [ ] Where a judgment is involved, state what it was and what it
     rested on
 [ ] Marked amendment filed with the response

Annotation. The comment response rule that saves the most time is the third one. Issuers argue on principle over a disclosure change they would have accepted, receive the same comment again in round two, and accept it — having spent three weeks. Decide early which comments to contest and contest only those.

Tool 11 — Governance decision memorandum

PRE-IPO GOVERNANCE DECISIONS — to the board [3+ months before
filing], as a package with trade-offs

1. CAPITAL STRUCTURE
   [ ] Single class   [ ] Dual class
   If dual class: voting ratio ____ ; ** SUNSET **: none /
   time-based (__ yrs) / ownership-based (below __%) /
   transfer-based
   Costs: index eligibility ______ ; institutional investor
   policies ______ ; proxy adviser positions ______

2. BOARD CLASSIFICATION
   [ ] Declassified   [ ] Staggered
   [Newly public companies frequently adopt a staggered board
    and dismantle it under pressure within three years.]

3. CHARTER / BYLAW PROVISIONS
   [ ] Exclusive forum — internal corporate claims
   [ ] ** Federal forum provision — Securities Act claims **
       (worth considering given § 11 exposure)
   [ ] Advance notice bylaws
   [ ] Special meeting right — threshold ____%
   [ ] Written consent — permitted / eliminated
   [ ] Supermajority requirements

4. CONTROLLED COMPANY exemptions — taken?  Y / N (it is noticed)

5. INDEMNIFICATION AND INSURANCE
   [ ] Charter/bylaw indemnification to the fullest extent
   [ ] Individual indemnification agreements — all directors
       and officers
   [ ] ** D&O program placed BEFORE the road show ** ;
       Side A tower $______

6. EQUITY PLAN — reserve ____% ; evergreen ____% ; treatment of
   pre-offering awards

7. EXCHANGE: ______   STATE OF INCORPORATION: ______
   [Chosen, not defaulted.]

Approved: ______  Date: ______

Annotation. Present these together, months ahead, with the trade-offs. Decided individually in the final week — which is what happens by default — the company ends up with a dual-class structure nobody scoped a sunset for and a staggered board it will spend three years undoing.

Tool 12 — Underwriting agreement terms and first-quarter calendar

UNDERWRITING AGREEMENT — TERMS TO REVIEW

 [ ] Firm commitment: shares ______  Price ______
 [ ] ** Gross spread ____% ** — negotiated, including the
     incremental economics on over-allotment shares
 [ ] ** Over-allotment option ** — ____% , exercisable ____ days
 [ ] Issuer representations and warranties — scope and
     qualifications
 [ ] Closing conditions: comfort letter bring-down · legal
     opinions · 10b-5 letters · officer certificates · no MAC
 [ ] ** Market-out clause ** — triggers
 [ ] Indemnification of the underwriters by the issuer;
     contribution
 [ ] ** Expense provisions ** — including any contribution to
     underwriters' counsel fees (read before assuming)
 [ ] Lockup: duration ____ days ; early release triggers ______ ;
     carve-outs (estate planning, charitable, 10b5-1 adoption)
 [ ] Research and analyst provisions

FIRST QUARTER AS A PUBLIC COMPANY — CALENDAR

 [ ] Disclosure committee constituted; meeting schedule set
 [ ] Close calendar built backward from the filing deadline
 [ ] Earnings script drafted and reviewed
 [ ] Non-GAAP reconciliations prepared
 [ ] ** Guidance policy decided ** — and understood to be very
     hard to withdraw once given
 [ ] Regulation FD training delivered to executives and IR
 [ ] Section 16 filers identified; filing agent engaged;
     ** short-swing profit rule explained **, including for
     routine plan transactions
 [ ] Insider trading policy live: blackout calendar,
     pre-clearance, 10b5-1 adoption in open windows with
     cooling-off periods
 [ ] Internal control assessment underway
 [ ] Exchange listing requirements monitored
 [ ] Annual meeting and proxy timeline mapped
 [ ] ** All of the above operating BEFORE the first quarter
     closes ** — a miss will draw a securities class action, and
     the defense rests on the process behind the disclosure.

Annotation. The final boxed line is the reason this calendar belongs in an offering toolkit rather than a post-closing one. Companies treat the first quarterly report as a problem for after the offering, and it arrives ninety days later against a market that now has expectations — with controls that were still being designed when the expectations were set.