Due Diligence Request List
(IPO)

Summary

This due diligence request template may be used to solicit information regarding the issuer as part of the due diligence process in an initial public offering. This request is typically prepared by counsel for the underwriters and should be tailored to reflect the particular circumstances of the company's business and industry. This template includes practical guidance and drafting notes. Legal due diligence is primarily based on review of the documents provided by the issuer in response to a due diligence request list. The documentary review is intended to allow counsel for the underwriters (and the company's outside counsel, who will also be required to deliver a legal opinion at closing) to gain a detailed understanding of the issuer's business, the issuer's executive officers, the issuer's financial results, the trends affecting the issuer's business, and the risks that may affect the issuer's business and results of operations. It also assists counsel in drafting and/or reviewing the offering document. Throughout the legal due diligence process, counsel will be able to ask questions, receive answers, identify any diligence matters that will require a closer examination, and raise and/or follow up on any risk factors and red flags encountered during this documentary review. This template is meant to be a starting point for a due diligence request list, and counsel should revise and supplement the items to fit the specifics of the issuer and the transaction. For more on IPOs generally, see Initial Public Offerings Resource Kit. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For more information on conducting due diligence, see Top 10 Practice Tips: Underwriters' Counsel Due Diligence for Securities Offerings and Due Diligence Interviews.