Traditional IPOs raised roughly $114 billion in the first half of 2026, more than seven times the total from the same period last year. Sixty-five companies went public, nearly double the prior year’s count, and most opened above their offer price. Boards have noticed, and the question I hear most often now is whether the company is ready.
In my experience, most companies that ask are about twelve months of work away from a good answer. Readiness is not a decision or a banker engagement. It is a program that runs across accounting, tax, legal, equity, and people systems. The companies that price well tend to be the ones that started the program before the window opened. Here is how I sequence it with clients.
Months Twelve to Nine: Foundation
Begin with the audit. You will need two to three years of financial statements audited under PCAOB standards. Check your status as an emerging growth company under the JOBS Act, since most first-time issuers qualify. EGC status permits two years of audited financials instead of three, defers the auditor’s internal controls attestation, and scales back compensation disclosure.
Address technical accounting early. Revenue recognition under ASC 606, stock compensation under ASC 718, segment reporting, and capitalized software are the areas that most often delay filings. Watch the cheap stock issue as well. The SEC compares recent 409A strike prices against the expected IPO price, and a large unexplained gap in the final year draws comment letters.
Tax restructuring has the longest lead time of anything on this list, so start it here. Decide where your intellectual property should sit, since moving it later triggers exit taxes. Put written agreements and transfer pricing studies behind every intercompany arrangement, with contemporaneous documentation for penalty protection under Section 482. Model your exposure under GILTI and the Pillar Two global minimum tax, and confirm country-by-country reporting is current. Run a Section 382 study on your net operating losses, because the IPO itself, stacked on earlier rounds, can trigger an ownership change that limits their use. Review uncertain tax positions under ASC 740, state sales tax nexus, permanent establishment risk, and withholding for equity held by mobile employees.
Rebuild the board in parallel. The exchanges require a majority independent board and independent audit and compensation committees, and the audit committee needs a genuine financial expert. Recruiting takes months. When selecting advisors, credentials matter less than commitment. After decades of doing this work, my view is that you want counsel who will go deep into your business, sit with your team through the hard judgment calls, and fight for your positions with the SEC, the underwriters, and everyone else at the table. The same standard applies to your auditors and compensation consultant. Confirm your audit firm’s independence under PCAOB and SEC rules, including any tax services provided to officers, before it becomes a filing problem.
Connectivity to the SEC deserves its own mention, because the review process is a dialogue with real people, not a portal. Teams that include lawyers and accountants who served on the staff, in the Division of Corporation Finance or the Office of the Chief Accountant, know how examiners read a filing, which comments are negotiable, and how to frame a response that closes an issue rather than inviting three more. The same is true of practitioners who stay engaged with the agency through its advisory committees, rulemaking comment letters, and bar association dialogues with the staff. None of this buys a different answer, and no one should suggest otherwise. What it buys is judgment: knowing when to request a pre-filing conference to settle a hard accounting question before you are on the clock, when to seek confidential treatment or a waiver, and when a comment signals a real problem versus a request for better drafting. Ask any prospective legal and accounting team specifically about their current SEC channels and how they would use them on your deal.
Start banker and analyst conversations early too. The right lead banks understand your business well enough to tell your story, and the right co-managers bring research analysts with real standing in your sector. Analyst coverage after the IPO is part of what you are buying, so weigh it deliberately rather than defaulting to the biggest names.
Months Nine to Six: Cleanup
Handle the corporate housekeeping, starting with the state of incorporation, which is no longer the automatic decision it was for most of my career. Delaware remains the default for good reasons: the deepest body of case law, expert judges, and documents every investor has seen before. But the alternatives are real now. Nevada and Texas both amended their corporate statutes in 2025 to compete directly, and each offers a code-based regime designed to be more predictable and more protective of directors and controlling shareholders, backed by new specialized business courts. Texas adds a notable feature that lets exchange-listed companies require a minimum ownership stake, up to three percent, to bring derivative suits. Florida has made its own play with similar amendments and has drawn a handful of movers. The companies that have actually left Delaware are mostly controlled companies with founders who want statutory certainty over judicial discretion, and Delaware’s share of large IPOs slipped to its lowest level in years as a result. For most issuers, Delaware still wins on familiarity, and investors and proxy advisors will scrutinize a move to a more management-friendly state. But the question now deserves a real board discussion with counsel rather than a reflex, and it must be settled before you draft the public-company charter and bylaws: authorized shares, blank check preferred, exclusive forum, any classified board, and the dual-class question, which cannot be added after the offering.
Reconcile the cap table completely. Review every issuance, transfer, and acceleration provision, and confirm exemptions for past issuances, including Rule 701 compliance for historic option grants, since counsel will need clean records to deliver the capitalization opinion. Read your investor rights agreement now: who holds registration rights, whether the preferred converts automatically at the IPO, and whether any holder expects special lockup treatment. Design the public-company equity program: a new omnibus plan, typically with an evergreen reserve, an employee stock purchase plan if desired, the timing of any shift from options to RSUs, and a funding plan for tax withholding when RSUs settle at lockup release.
Review cybersecurity and data privacy while you are at it. Underwriters have lowered their risk tolerance here, and past breaches, remediation plans, and the adequacy of your policies will all come up in diligence and may require disclosure. FCPA and sanctions compliance get the same scrutiny. If you have international sales through partners and resellers, know how that channel is monitored before the banks ask.
Put a moratorium date on M&A. A significant acquisition during the IPO process can require separate audited financials and pro formas for the target, which adds months. Set a date after which the corporate development team stands down until the offering is priced.
Review material contracts for change-of-control provisions, consents, most-favored-nation clauses, and exclusivity. Material contracts are filed as S-1 exhibits, and the redaction rules are narrower than most clients expect. Review credit agreements for provisions an IPO will trigger.
This is also the point to put a contract management system in place. Migrate executed agreements into a single repository tagged with renewal dates, consent requirements, and termination rights. Diligence moves faster, the exhibit analysis gets easier, and the disclosure committee will rely on it once you are public. Adopt a document retention policy with a litigation hold procedure, and make sure it covers the messaging channels your teams actually use, given recent enforcement over unpreserved business texts. Adopt the code of business conduct the exchanges require, along with the code of ethics for senior financial officers, tied to a whistleblower hotline and annual certifications. Any waiver for a director or officer must be disclosed, which is why boards rarely grant them.
Unwind related party arrangements, since personal loans to directors and officers are prohibited once the company is public. On the employment side, audit worker classification and wage-and-hour exemptions, confirm invention assignments from every current and former employee, and get I-9 files and pay equity data in order.
Months Six to Three: Operate Like a Public Company
Run at least two practice quarterly closes on a public-company timeline, with draft earnings releases and a mock audit committee review. Build the SOX 404 documentation even where EGC status defers the auditor attestation, since management certifies the controls from the first annual report.
Build the operating model that will carry the offering. It should be driver-based, with eight quarters of detail and five years at the annual level, constructed from the actual levers of the business: pipeline coverage, sales capacity and ramp, cohort retention, and net revenue retention, with headcount and working capital below the line. The quarterly view must tie to the KPIs in your MD&A, and the long-range view should compound at rates your unit economics support. Underwriters’ analysts will build their estimates from this model, so track your forecast accuracy for several quarters before you rely on it, settle your guidance philosophy, and move planning off standalone spreadsheets onto a system tied to your ERP.
Bring executive compensation to market terms: peer group benchmarking, double-trigger equity acceleration, defined severance, no tax gross-ups. Run the Section 280G parachute analysis. Adopt the clawback policy the exchanges require, stock ownership guidelines, and an insider trading policy with preclearance and a framework for 10b5-1 plans. Settle your non-GAAP metrics and their definitions now, since changing a key metric shortly after the IPO costs credibility with analysts.
Begin drafting the S-1. The business section, risk factors, and MD&A take longer than expected, and the prospectus, investor materials, and website need to tell one consistent story. Fill the public-company roles you are missing, typically in financial reporting and investor relations, and run background checks on significant new hires before diligence does. Tighten communications discipline at the same time. Gun-jumping remains an SEC focus, and an executive interview published at the wrong moment can delay an offering, so route external statements through counsel once you are in registration. If your internal controls work surfaced a material weakness, disclose it with a credible remediation plan rather than hoping it goes unnoticed; investors accept remediation stories and punish surprises. Finally, have your executives get their personal financial planning done now, including any 10b5-1 arrangements, and remember that loans from the company to officers and directors must be repaid before the first public filing.
Months Three to Zero: Launch
File confidentially and respond to SEC comments promptly. Settle your exchange choice against the listing standards and governance requirements of each. Lock the syndicate, valuation framework, lockup terms, and any directed share program. Place D&O coverage at public-company levels through an experienced broker, since the tower a public company needs is a materially different and more expensive product than private-company coverage. Prepare management for testing-the-waters meetings. One recent development to watch with counsel: the SEC proposed rules in May 2026 that would let public companies elect semiannual rather than quarterly reporting, with IPO issuers making the election at listing. If adopted, that choice belongs on your board agenda before pricing.
Then read the market honestly. Nearly half of this year’s IPOs priced at or above the top of their ranges, which reflects investor selectivity as much as enthusiasm. If the numbers soften in the final quarter, waiting a quarter is cheaper than a broken deal.
The Point
When boards ask whether the company is ready, they are usually asking whether they can catch the current window. The window is not the variable you control. Companies that priced well this year did this work in 2024 and 2025, when the market was quiet. To be ready for the next one, companies need to begin now.
The views expressed here are my own and do not constitute legal advice. Decisions about public offerings should be made with qualified counsel and advisors.
