12-Month IPO Readiness Checklist: Audit, Tax, Governance, SOX
Boards weighing a 2026 IPO window must launch a 12-month cross-functional program covering PCAOB audits, tax restructuring, board independence, and SOX 404 before confidentially filing the S-1.
With H1 2026 traditional IPO proceeds near $114 billion and 65 pricings, Foley & Lardner sequences readiness across four phases. Months 12-9 cover PCAOB audits (two years for EGCs under the JOBS Act), ASC 606/718 accounting, 409A cheap-stock review, IP holding-structure tax planning, Section 382 NOL studies, GILTI/Pillar Two modeling, and board independence with an audit-committee financial expert. Months 9-6 address incorporation-state choice (Delaware versus Nevada, Texas, Florida amendments), full cap-table reconciliation, Rule 701 compliance, public-company equity plans, cybersecurity and FCPA diligence, M&A moratorium, and contract management. Months 6-3 require two practice quarterly closes, SOX 404 documentation, driver-based operating models, market-term executive compensation, clawback and 10b5-1 policies, and S-1 drafting. Months 3-0 cover confidential filing, exchange selection, D&O tower placement, and testing-the-waters preparation. Counsel should engage early given SEC staff dialogue requirements.