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Correspondence relating to any existing or threatened default or termination by the Company or the other party to any material agreement. Copies of any agreements, reviews, and findings relating to security of software, hardware, or other IT systems and any breaches thereto.

Description of disaster recovery plans. Customer complaint files, schedule of material unresolved customer complaints, and overview of customer complaint process. Sales and Marketing Marketing agreements of the Company, if any including all placement agent agreements and solicitation agreements. Copies of pertinent market research or marketing studies prepared for or by the Company.

Analyses of the Company or its industries prepared by the Company, investment bankers, management consultants, accountants or others, including marketing studies, credit reports and other types of reports financial or otherwise.

Item Description Previously Provided Company to Provide Not Applicable Copies of all marketing materials, including advertising literature, marketing literature, etc. All material licensing agreements, distribution agreements, franchises, and conditional sales contracts to which the Company is a party.

Agreements with sales representatives. Copies of long-term sales contracts. Service and support contracts and marketing agreements, if any. Copies of all sales literature and forms. List of top 20 accounts receivable with contact names and phone numbers. Backlog at end of the most recent fiscal year and most recent fiscal quarter, if applicable.

Employees Organizational charts by department and by legal entity. Number of employees, grouped by field and division, including salary range annual and average compensation. Item Description Previously Provided Company to Provide Not Applicable All agreements, contracts, or commitments relating to the employment of any person by the Company. Employee benefit, pension, profit sharing, compensation, severance, incentive, deferred compensation, welfare, stock purchase, stock option, and other plans of the Company.

Documentation as applicable to each employee benefit plan identified above: the plan with all amendments thereto; summary plan description; Form most recent ; actuarial valuation for defined benefit pension plans most recent ; auditors report, including financial statements most recent ; trust agreements; insurance contracts; IRS determination letters most recent ; prohibited transaction exemption requests; PBGC reportable event filings; IRS funding waivers; Forms , and ; and any multiemployer plan withdrawal liability assessed and any notice of defaults in liability payments.

Identification of the funded status and any funding device for each executive compensation arrangement and defined benefit or similar pension plan and a description of the amount and status of contributions for the current year.

Description of any material liabilities related to any pension plans of the Company. Any personnel policy manuals and literature relating to all current programs and benefits programs or policies expected to be proposed in the future by the Company. Item Description Previously Provided Company to Provide Not Applicable All current and past summary plan descriptions and all other documents provided to employees regarding the plans of the Company.

Collective bargaining agreements or other material labor contracts of the Company. Employee Confidentiality and Intellectual Property Assignment Agreements, including consultant or contractor agreements, if any, together with confirmation that such agreements have been signed by all employees, consultants and other service providers of the Company.

List of employees terminated within the past 12 months and a statement as to whether the Company has any reason to believe that such former employee has violated any nondisclosure, noncompetition, nonsolicitation or similar agreement. Description of any significant labor problems or union activities the Company has experienced, including any collective bargaining agreements.

Schedule of amounts and other terms of indebtedness or other obligations of or to the Company to or from any of its employees. Bonus plans, retirement plans, pension plans, deferred compensation plans, profit sharing and management incentive agreements of the Company.

Agreements for loans to officers or directors and any other agreements including consulting and employment contracts of the Company with officers or directors, whether or not now outstanding, including i loans to purchase stock and ii consulting contracts.

Item Description Previously Provided Company to Provide Not Applicable Tangible Property Documents of title, mortgages, deeds of trust, leases, security agreements, and appraisal reports pertaining to all owned or leased property of the Company and a listing and, if available, a brief description of each property owned, leased, or occupied by the Company, its subsidiaries or its affiliated entities. All outstanding leases for real and personal property to which the Company is either a lessor or lessee, including, if available, a brief description of such property, its location, and a summary of date, term and termination rights, renewal rights, rent and other material terms under each lease.

Purchase and sale agreements, purchase options or other agreements with respect to the purchase, sale or lease of real property. List of material personal property owned, together with security interests or encumbrances thereon. Copies of all material real property and equipment leases, and evidence of title to and copies of title insurance policies on all material owned property and equipment.

Capital leases, contracts for the deferred purchase of property and sale-leaseback arrangements. Description of the general nature of the operations conducted at each location. List of any security interests in personal property of the Company, including any UCC filings, and documentation of such security interests. Correspondence, memoranda, notes or notices of violation from foreign, federal, state or local Environmental, Health and Safety authorities.

Any settlement documents entered into by the Company. Any decrees, orders or judgments of courts or governmental agencies relating to the Company. Information regarding any litigation pending or threatened or any claim to which the Company, its subsidiaries or its affiliated entities, or any officer, director or employee thereof, in connection with their employment at the Company or in the last five years in connection with all former or prior employment is a party or in which it or they may become involved, including copies of related documents, correspondence, pleadings, memoranda and other papers.

Documents relating to any complaints filed with, or proceedings initiated by, any domestic or foreign governmental entity or regulatory agency against the Company. Insurance Provide a schedule or copies of all material insurance policies of the Company covering property, liabilities and operations and any significant claims currently pending thereunder.

Partnership roll-up documents of the Company, if any. Any material purchase agreements and other significant documents relating to any acquisitions or dispositions by the Company since inception or currently proposed. Copies of closing documents, opinions, etc. Any correspondence relating to any postclosing disputes, indemnification claims or purchase price adjustments with respect to such mergers, acquisitions, dispositions and similar transactions.

All agreements and all documentation of the Company relating to any loans, advances to, or investments in any other person or entity and any documents evidencing any commitment to make such loan, advance, or investment. Foreign Operations List of foreign countries where the Company is doing business. Governmental Regulations and Filings Summary of all material inquiries or investigations by a governmental agency with respect to the Company, if any. Status of foreign and domestic government contracts subject to renegotiation to which the Company is a party, if any.

Material foreign and domestic governmental permits, licenses, certificates, etc. All material reports to, correspondence with and warnings or notices from, federal, state, local or foreign governmental agencies or regulatory authorities, and dates and amounts of any fines paid, since inception relating to any material violation or infringement by the Company of any material regulation domestic or foreign.

All memoranda, correspondence, filings, inquiries or other documentation relating to the Company filed with, sent to or received from, any state, federal or foreign governmental entity or regulatory agency in connection with the ownership, securities, business, properties or operations of the Company since inception.

Information relating to any material disputes either pending, threatened or contemplated with the SEC, DOL or other governmental agencies foreign, federal, state or local , including any pending, threatened, actual, settled or other regulatory matters, including copies of any regulatory exam report, any undertakings or any report of any outside consultant or internal review relating thereto.

List of all jurisdictions in which an authorization, governmental approval, permit, license or filing is required to be secured, maintained or made for the Company to do business, and evidence of such authorization, governmental approval, permit, license or filing; list of jurisdictions in which the Company relies on an exemption from registration identifying exemption s relied upon. Intellectual Property List all patents, patent applications complete or incomplete and provisional patent applications, continuations, continuations in part and divisional patents and registrations owned by the Company or licensed by the Company, its subsidiaries or its affiliated entities.

A list of all trademarks, trade names, registered designs, business names, service marks, mask works, domain names, URLs and copyrights of the Company, along with copies of all applications therefor, registrations thereof and a description of any disputes relating thereto. Item Description Previously Provided Company to Provide Not Applicable For all material trade secrets or other proprietary information, description of: a the procedures in place to properly mark the information as confidential; b the procedures in place to properly dispose of the information; and c the form of nondisclosure agreement used when dealing with third parties.

Copies of form non-disclosure, invention assignment agreements and a list of any employees or independent contractors who have contributed to the intellectual property of the Company and have not signed appropriate invention assignment agreements. All licenses of third party-owned technology or intellectual property to the Company. Correspondence, memoranda and notes concerning any claim or potential claim as to the licensing or use of technology or intellectual property, including correspondence from third parties regarding potential infringement of intellectual property.

Item Description Previously Provided Company to Provide Not Applicable List and brief description of circumstances, including parties, countries and status, relating to any interference, conflict, opposition, reissues, reexamination, public use proceedings, infringement, misuse or misappropriation or any litigation related thereto by the Company or any pending or threatened claim thereof, with respect to any intellectual property owned, possessed or used by third parties or affiliates. A list of all technology, telecommunications or other industry standards or protocols related to the business of the Company.

Item Description Previously Provided Company to Provide Not Applicable Other All exhibits to be filed with or incorporated by reference in the registration statement and not covered by the foregoing.

All contracts mentioned in the offering document but not filed or incorporated as an exhibit. All other documents quoted, summarized or cited as a source in the offering document. All materials which support statements to be made in the registration statement regarding the market position of the Company. List of parties, if any, whose consent to the offering will be required and copies of relevant documents.

Any indemnification agreements or arrangements to which the Company is a party and not covered elsewhere by this due diligence request list. All agreements and arrangements not otherwise covered by this due diligence request list with directors, officers, employees, shareholders, debtholders, members of their families or entities and any other affiliates in which any of such persons have an interest.

Any additional information, agreements, contracts, documents or commitments material to the Company or its business and not otherwise covered by this due diligence request list. In addition to the information listed above, please provide copies of all other documents or descriptions of all other facts or things that i are important to an understanding of the Company, its financial condition, financial performance, prospects, products or the industry in which it operates, or ii which should be considered and reviewed in making disclosures regarding the matters referred to in clause i or other matters concerning the merits and risks of purchasing the securities proposed to be offered.

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The team should include individuals from marketing, operations, and finance. Expert assistance should also be secured with a law firm, accounting advisor, and independent auditor. Prior to going public, companies must appoint independent 5 directors. Major stock exchanges and markets require the majority of the board to be independent. In addition, an audit committee must be composed entirely of independent directors. Because of the increased scrutiny from shareholders and investors, it is also important that companies carefully evaluate their corporate governance practices and make improvements where necessary.

The key participants in the IPO process, their basic roles, and their expected cost are listed below. It is worth noting that these participants comprise the full registration team. The costs listed below are estimates that will vary depending on firm, industry, and IPO complexity. Fees can dramatically increase if an IPO is particularly large or complex.

Below is a sample timeline of an IPO with an accompanying narrative description of the process. The IPO process usually takes five to nine months from the time of the organizational meeting to when the filing is declared effective. The organizational meeting is attended by all members of the registration team to discuss the nature of the IPO, establish a timeline, and coordinate responsibilities.

This meeting should only be held if the external audit is nearly complete. One to two months after this meeting, the company will draft the initial S-1 form and file it with the SEC. This process will continue until all SEC comments are resolved.

It is important to note that the SEC has strict requirements that the financial statements included in the S-1 be current. For specific guidance on avoiding stale quarterly information, please see our article Drafting an S Together they scrutinize the prospectus for any errors and finalize the legal language and grammar. Upon completion, the financial printer prints and distributes 5,, physical copies to investors. This version of the S-1 is the preliminary prospectus and is often called the red herring prospectus.

Once the preliminary registration statement is finished, the investment bank organizes the road show. This consists of a series of information meetings where company management pitches the company to institutional investors and other prospective stock buyers. Company presentations must be extremely well organized and orchestrated. Road shows vary by company in terms of creativity, audience engagement, and style. Meetings are held throughout the country for 8 to 10 days and additional meetings may occur internationally.

The purpose of the road show is to generate interest in the IPO and gather information on what price investors would be willing to pay for the offering. The process of measuring investor demand for the IPO shares in order to determine a price is called the book building process.

After the road show is completed, the underwriters and board of directors determine a price at which the shares will be sold. While a price range is included in the preliminary S-1, the final price will be adjusted based on the perceived company value, industry dynamics, current market conditions, and the book building process. After a final price is determined, the investment bank and the company sign the underwriting agreement, and the S-1 is updated to include the adjusted price.

After the final prospectus is filed, the SEC determines whether the offering is effective. The auditor issues a final comfort letter documenting procedures performed at the request of the underwriter. Once the SEC declares the offering effective, the company is officially public and its shares become available for public sale on the chosen date. Taking a company public is an involved and time-intensive process.

This article gives a high-level overview of the IPO process, including reasons for going public, descriptions of the key participants, and what can be expected of the timeline and costs. In general, the formal IPO process requires about six months and will cost between 2 and 5 million dollars.

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Section 3 discusses the statistical methodology used and describes our variables. Section 4 presents our sample and main descriptive statistics. Section 5 shows our multivariate regression results. Finally, Section 6 concludes. The lead manager is further responsible for the preparation of the IPO legal filing, IPO process and price spread and the marketing operations IPO warm-ups, road shows and setting of the definitive price.

Therefore, they control all aspects of the offering, including how many shares that co-managers and managers get to sell, the timing of the road shows and the ultimate pricing of the deal. This is illustrated in Figure 1.

Because they bear the greatest responsibility for the offering, the global coordinators and the lead managers are at the top of the pyramid; we call them the lead managers of the IPO. The role of co-managers is limited to the placement and security of the IPO transaction. Co-managers are chosen because of their ability to provide analysis coverage or market making or because their distribution network complements that of the lead manager.

They may also be included in the syndicate because they have loaned money to the issuer, thus acquiring a relationship with the issuing company. The bottom of the syndicate pyramid includes other managers not residing in the upper categories. Competitions for the position of lead manager can be particularly fierce for the largest and most desirable IPOs. Corwin and Schultz show that syndicate size increases with issue size, that national banks are approached more often than regional ones and that banks that have the same investor type as the lead manager are likely to be weakly represented in the syndicate.

Narayanan et al. Thus, commercial banks obtain greater certification for the issue by using an independent lead manager. This enables them to attenuate the consequences of a bad offer price fixing due to the perception of a conflict of interest.

Indeed, issuing firms have a strong incentive to consider a maximal value for their firm. In contrast, lead managers risk losing their reputation if they frequently overprice shares. For example, Booth and Smith , Beatty and Ritter and Titman and Trueman all note that underwriter reputation reduces adverse selection and moral hazard problems. For example, Carter and Manaster argue that the less risky firms join the most reputable underwriters, whereas the more risky firms join the least reputable underwriters.

This self-selection may drive less reputable underwriters to set up a larger syndicate as a means to diversify the risk among a larger number of participants consistent with risk-sharing functions; see Wilson, ; Chowdhry and Nanda, In contrast, a reputable underwriter may prefer to retain larger stakes in the issuance to maximize gains, because the issues are less risky. In addition, more reputable lead managers are likely to have better capacity to ensure alone the share placement and, thus, the success of the IPO.

To avoid reputational losses from delegating certain tasks to other participants, lead managers may carefully select the members and limit the size of the syndicate. More reputable lead managers might be tempted to do so because their expertise may enable them to select the least risky firms for which risk sharing is less of an issue. From this perspective, we therefore expect a negative relationship between underwriter reputation and syndicate size.

This allows reputable managers to reduce their exposure to idiosyncratic risk. This reduction in risk leads to the opposite prediction: IPO syndicate size is then increased in the presence of a reputable lead manager. This view is deeply rooted in venture capital syndicates, in which less reputable players need to retain a larger fraction of the deals because they lack the capacity to convince peers to participate Lerner, It is further consistent with the findings of Fang , who concludes that the decision of banks to participate in an underwriting is driven by reputational concerns.

This ultimately makes the composition of the syndicate most informative of the quality of the issuance. However, this tradeoff is affected by the level of reputation of the lead underwriter who structures the syndicate.

As Pichler and Wilhelm argue, banks have incentives to cultivate relationship with other reputable banks to be able to participate and attract them in future underwritings. The lead underwriter would then invite other banks in the syndicate as a way to reciprocate. As Pichler and Wilhelm further argue, by securing stable syndicates across issuances, banks can erect entry barriers and thereby capture significant rents by blocking less experienced banks from the market, forcing them to underwrite smaller issuances and bearing greater risks through smaller, less prestigious syndicates.

If this is the case, we then expect a positive relationship between lead underwriter reputation and syndicate size. In the next section, we examine empirically which effect dominates. To provide valuable insights into this research question, we consider two complementary aspects of syndicate structure. The first is the number of banks involved in the syndicate. Consistent with the institutional arrangements in IPO syndicates, we consider the different types of managers involved lead managers, co-managers and all managers.

The second measure is the ratio of all the managers in the syndicate to the number of lead managers. This measure helps shed light on the structure of the pyramid within the syndicate and the extent to which lead managers delegate tasks to other managers. We expect this to be affected by the reputational concerns of lead managers, because it affects their own involvement in the issuance. Lead managers who can attract more participants in the syndicate can delegate some of the tasks more easily and rely on the distribution network of other participants.

At the same time, reputable lead managers may refrain from bringing in too many regular managers because doing so may entail greater free-riding. Moreover, it may create greater risk through reputational losses, because they have less control over the whole process if the issuance is spread over a larger number of participants.

In the next section, we present our methodological approach in proxying lead manager reputation and syndicate structure. We further present our control variables. To obtain detailed insights, we examine three distinct measures of syndicate size: the number of lead managers N Lead Managers , the number of co-managers N Co-Managers , which includes lead managers and the number of other managers N Managers , which includes all lead managers and co-managers.

By construction, we obtain N Lead Managers? N Co-Managers? N Managers see Figure 1. We use the Poisson model because the dependent variables take only nonnegative integer count values beginning with the value one. We instead follow other studies. In particular, we measure reputation in two ways.

The second variable, denoted Reputation in Numbers , measures the market share of the lead manager in terms of the total number of IPOs underwritten in each country during the sample period. In practice, the IPO may contain several tranches because share placements may at times occur internationally or because selected parts of the same issue may be offered to different types of investors individual or institutional investors.

Therefore, the more the issue is tranched, the larger is the syndicate size, because individual syndicate members may differ in their privileged access to a certain type of investor e. The latter type refers to the existing shares of common stock sold to new investors. The cash generated from the sale of these shares goes to the selling shareholders. Primary shares refer to newly issued shares. The cash proceeds generated from the sale of gross proceeds net of the gross spread are transferred to the company, to finance new investment projects.

When the proportion of primary shares is high, information asymmetry on the issuer quality tends to be more pronounced, because the relative importance of new investment projects is greater. The high-tech sector includes SIC codes of the following activities: biotechnologies , , computers , , electronics , , , , , medical instruments , , telephone equipment and communications services The regulated sector includes utilities and financial institutions An important difference is whether the market is more or less regulated.

An issuance on these markets involves less stringent requirements and thus potentially affects underwriting practices. For the SMAX market, the participation is contingent upon more requirements such as an annual report and a minimum of 20 percent of the shares in free float, but these requirements are generally seen as weak compared to other markets in Germany.

We therefore include the dummy variable Regulated Market , which equals 1 if the IPO was issued in a more regulated market and 0 if otherwise. Likewise, issuances that are placed through the book-building technique are likely to be underwritten differently.

We therefore include a dummy variable for issuances placed with book building Bookbuilding. To specifically control for this short period and separate the effects specific to that period, we include a dummy variable denoted Bubble , which equals 1 if the IPO occurred in the dot-com period and 0 if otherwise. Finally, we include country dummies in all our regressions to control for any further effects that are constant within each country but potentially different between countries.

We further collect information on these companies from Datastream. According to the summary tables in the work by Boutron et al. Particularly, we are close to the sample size of Ljungqvist and Wilhelm We can clearly note the intense dot-com period. On average, the period was characterized by a large number of issues, representing We also show that the IPOs in this period present greater price uncertainty. It seems that the IPO markets of these three European countries witnessed different intensity periods.

We also note that the average syndicate size the variable N Managers varied significantly from year to year and was, on average, larger during the Internet bubble period. On average, These firms raised Overall, Most strikingly, This leads to a highly concentrated structure in which the number of lead managers equals the total number of co-managers and managers.

This occurs in In addition, The two measures show distinct ranks, suggesting that markets in Europe are segmented. Although the league table by proceeds provides a list of large, well-known players in each country, it seems that other underwriters are specialized in supporting small issuing firms and firms in a period of strong growth only. The latter firms, however, underwrite far more issuances than the large underwriters; still, the larger number does not compensate for these issuances being so small that most do not show up in the league table based on proceeds.

This segmentation also occurs in Germany e. Moreover, we expect different results in our analysis of underwriter reputation depending on the measure used. We run the analysis on the three different layers of syndicate members: the number of lead managers N Lead Managers , the number of co-managers N Co-Managers and the total number of managers N Managers.

Recall that N Managers? N Lead Managers , given the definitions employed. Given our previous findings, we expect different results for the two measures because each measure of reputation potentially captures a distinct part of the IPO market. We also include control variables, such as the amount of proceeds in logarithm , the business sector, the percentage of primary shares, the number of tranches for the issue, a dummy for book-building IPOs and country dummies.

One potential effect that is not taken into account here is the presence of self-selection Heckman, , given that most reputable managers might select the best borrowers. In other words, the matching between borrowers and managers might not be random, since it could be impacted by reputation of managers. There is an ongoing debate in other areas in corporate finance especially in the underwriting of corporate bonds and syndicated loans as to whether this nonrandom matching should be considered part of the reputation effect or disentangled from the certification effect.

Therefore, some studies do control for self-selection Fang, ; McCahery and Schwienbacher, and others not Narayanan et al. While econometric tools exist to account for this potential effect, the validity of these tools heavily rely on the quality of instrumental variables.

Given the lack of good instruments in our case, we report in our analysis results without controlling explicitly for self-selection. Therefore, our estimation results of reputation should be interpreted as the combined effect of certification and enhanced selection ability that result from private information held by more reputable managers.

In terms of lead underwriter reputation, we find no relationship to the number of lead managers. This is perhaps not surprising given that in most of the observed cases, only one lead manager underwrites the issuance. However, we find a strong and positive effect on the number of co-managers and total managers, at least for the reputation variable measured in proceeds. For our second measure of reputation based on the number of IPOs underwritten, we find no statistically significant impact.

Throughout the analysis, it becomes clear that banks that underwrite more IPOs than others do not build a larger syndicate, the main reason being that these tend to be smaller IPOs. This further suggests that this measure of reputation is not as strong as the measure based on proceeds.

Our findings show that this affects all types of managers, including the number of lead managers. Surprisingly, most of the other control variables do not significantly affect the size of the syndicate. In particular, we find no impact of market structure Bookbuilding and Regulated Market , timing Bubble and firm type High-Tech Firm and Regulated Firm on syndicate size.

The size of these shares affects primarily the number of all the managers, but not the number of lead managers and co-managers. Finally, we observe country differences. Ceteris paribus, the average syndicate size is larger in France our reference country in the regressions , followed by Germany and the United Kingdom.

This is plausible if our two measures capture different reputational aspects according to the size of the issuance. Table 4, Panel B, reports estimations for the subsamples of small and large proceeds, in which we separate the full sample according to whether proceeds are smaller or larger than the sample median size. Reputation in Proceeds is now never significant, suggesting no particular relationship to syndicate size within each sub-sample.

Unreported regressions show that our second measure of reputation is also never significant, consistent with our findings in Table 4, Panel A. This enables us to shed light on the extent to which lead managers delegate tasks to other types of syndicate members. To investigate the hierarchy, we take the ratio of the total number of managers N Managers to the number of lead managers N Lead Managers. This constitutes the most hierarchical structure possible.

At the other end, a structure with high task delegation can exist; this occurs when the ratio of total managers to lead manager is particularly large. For example, a ratio of 3 would mean that there are two additional managers for each lead manager in the syndicate and, thus, a larger diffusion of tasks. Regression results with the same specifications as before appear in Table 5. Separating the full sample into small and large proceeds shows that the effect is also strong within the sub-samples, but mostly for the larger IPOs.

This distinction is consistent with our previous findings that reputation based on proceeds is mostly relevant for larger IPOs. Description of any material sole or limited source supplier. List of brokers with whom the Company has relationships, including description of nature of relationship e.

All financial advisor retention and indemnification agreements. All material agreements with any government or government agency, other than ordinary course contracts. Correspondence relating to any existing or threatened default or termination by the Company or the other party to any material agreement. Copies of any agreements, reviews, and findings relating to security of software, hardware, or other IT systems and any breaches thereto. Description of disaster recovery plans.

Customer complaint files, schedule of material unresolved customer complaints, and overview of customer complaint process. Sales and Marketing Marketing agreements of the Company, if any including all placement agent agreements and solicitation agreements. Copies of pertinent market research or marketing studies prepared for or by the Company.

Analyses of the Company or its industries prepared by the Company, investment bankers, management consultants, accountants or others, including marketing studies, credit reports and other types of reports financial or otherwise. Item Description Previously Provided Company to Provide Not Applicable Copies of all marketing materials, including advertising literature, marketing literature, etc. All material licensing agreements, distribution agreements, franchises, and conditional sales contracts to which the Company is a party.

Agreements with sales representatives. Copies of long-term sales contracts. Service and support contracts and marketing agreements, if any. Copies of all sales literature and forms. List of top 20 accounts receivable with contact names and phone numbers. Backlog at end of the most recent fiscal year and most recent fiscal quarter, if applicable. Employees Organizational charts by department and by legal entity.

Number of employees, grouped by field and division, including salary range annual and average compensation. Item Description Previously Provided Company to Provide Not Applicable All agreements, contracts, or commitments relating to the employment of any person by the Company.

Employee benefit, pension, profit sharing, compensation, severance, incentive, deferred compensation, welfare, stock purchase, stock option, and other plans of the Company. Documentation as applicable to each employee benefit plan identified above: the plan with all amendments thereto; summary plan description; Form most recent ; actuarial valuation for defined benefit pension plans most recent ; auditors report, including financial statements most recent ; trust agreements; insurance contracts; IRS determination letters most recent ; prohibited transaction exemption requests; PBGC reportable event filings; IRS funding waivers; Forms , and ; and any multiemployer plan withdrawal liability assessed and any notice of defaults in liability payments.

Identification of the funded status and any funding device for each executive compensation arrangement and defined benefit or similar pension plan and a description of the amount and status of contributions for the current year. Description of any material liabilities related to any pension plans of the Company.

Any personnel policy manuals and literature relating to all current programs and benefits programs or policies expected to be proposed in the future by the Company. Item Description Previously Provided Company to Provide Not Applicable All current and past summary plan descriptions and all other documents provided to employees regarding the plans of the Company.

Collective bargaining agreements or other material labor contracts of the Company. Employee Confidentiality and Intellectual Property Assignment Agreements, including consultant or contractor agreements, if any, together with confirmation that such agreements have been signed by all employees, consultants and other service providers of the Company. List of employees terminated within the past 12 months and a statement as to whether the Company has any reason to believe that such former employee has violated any nondisclosure, noncompetition, nonsolicitation or similar agreement.

Description of any significant labor problems or union activities the Company has experienced, including any collective bargaining agreements. Schedule of amounts and other terms of indebtedness or other obligations of or to the Company to or from any of its employees. Bonus plans, retirement plans, pension plans, deferred compensation plans, profit sharing and management incentive agreements of the Company. Agreements for loans to officers or directors and any other agreements including consulting and employment contracts of the Company with officers or directors, whether or not now outstanding, including i loans to purchase stock and ii consulting contracts.

Item Description Previously Provided Company to Provide Not Applicable Tangible Property Documents of title, mortgages, deeds of trust, leases, security agreements, and appraisal reports pertaining to all owned or leased property of the Company and a listing and, if available, a brief description of each property owned, leased, or occupied by the Company, its subsidiaries or its affiliated entities. All outstanding leases for real and personal property to which the Company is either a lessor or lessee, including, if available, a brief description of such property, its location, and a summary of date, term and termination rights, renewal rights, rent and other material terms under each lease.

Purchase and sale agreements, purchase options or other agreements with respect to the purchase, sale or lease of real property. List of material personal property owned, together with security interests or encumbrances thereon. Copies of all material real property and equipment leases, and evidence of title to and copies of title insurance policies on all material owned property and equipment.

Capital leases, contracts for the deferred purchase of property and sale-leaseback arrangements. Description of the general nature of the operations conducted at each location. List of any security interests in personal property of the Company, including any UCC filings, and documentation of such security interests. Correspondence, memoranda, notes or notices of violation from foreign, federal, state or local Environmental, Health and Safety authorities.

Any settlement documents entered into by the Company. Any decrees, orders or judgments of courts or governmental agencies relating to the Company. Information regarding any litigation pending or threatened or any claim to which the Company, its subsidiaries or its affiliated entities, or any officer, director or employee thereof, in connection with their employment at the Company or in the last five years in connection with all former or prior employment is a party or in which it or they may become involved, including copies of related documents, correspondence, pleadings, memoranda and other papers.

Documents relating to any complaints filed with, or proceedings initiated by, any domestic or foreign governmental entity or regulatory agency against the Company. Insurance Provide a schedule or copies of all material insurance policies of the Company covering property, liabilities and operations and any significant claims currently pending thereunder. Partnership roll-up documents of the Company, if any.

Any material purchase agreements and other significant documents relating to any acquisitions or dispositions by the Company since inception or currently proposed. Copies of closing documents, opinions, etc. Any correspondence relating to any postclosing disputes, indemnification claims or purchase price adjustments with respect to such mergers, acquisitions, dispositions and similar transactions.

All agreements and all documentation of the Company relating to any loans, advances to, or investments in any other person or entity and any documents evidencing any commitment to make such loan, advance, or investment.

Foreign Operations List of foreign countries where the Company is doing business. Governmental Regulations and Filings Summary of all material inquiries or investigations by a governmental agency with respect to the Company, if any. Status of foreign and domestic government contracts subject to renegotiation to which the Company is a party, if any.

Material foreign and domestic governmental permits, licenses, certificates, etc. All material reports to, correspondence with and warnings or notices from, federal, state, local or foreign governmental agencies or regulatory authorities, and dates and amounts of any fines paid, since inception relating to any material violation or infringement by the Company of any material regulation domestic or foreign.

All memoranda, correspondence, filings, inquiries or other documentation relating to the Company filed with, sent to or received from, any state, federal or foreign governmental entity or regulatory agency in connection with the ownership, securities, business, properties or operations of the Company since inception.

Information relating to any material disputes either pending, threatened or contemplated with the SEC, DOL or other governmental agencies foreign, federal, state or local , including any pending, threatened, actual, settled or other regulatory matters, including copies of any regulatory exam report, any undertakings or any report of any outside consultant or internal review relating thereto.

List of all jurisdictions in which an authorization, governmental approval, permit, license or filing is required to be secured, maintained or made for the Company to do business, and evidence of such authorization, governmental approval, permit, license or filing; list of jurisdictions in which the Company relies on an exemption from registration identifying exemption s relied upon. Intellectual Property List all patents, patent applications complete or incomplete and provisional patent applications, continuations, continuations in part and divisional patents and registrations owned by the Company or licensed by the Company, its subsidiaries or its affiliated entities.

A list of all trademarks, trade names, registered designs, business names, service marks, mask works, domain names, URLs and copyrights of the Company, along with copies of all applications therefor, registrations thereof and a description of any disputes relating thereto. Item Description Previously Provided Company to Provide Not Applicable For all material trade secrets or other proprietary information, description of: a the procedures in place to properly mark the information as confidential; b the procedures in place to properly dispose of the information; and c the form of nondisclosure agreement used when dealing with third parties.

Copies of form non-disclosure, invention assignment agreements and a list of any employees or independent contractors who have contributed to the intellectual property of the Company and have not signed appropriate invention assignment agreements. All licenses of third party-owned technology or intellectual property to the Company.

Correspondence, memoranda and notes concerning any claim or potential claim as to the licensing or use of technology or intellectual property, including correspondence from third parties regarding potential infringement of intellectual property. Item Description Previously Provided Company to Provide Not Applicable List and brief description of circumstances, including parties, countries and status, relating to any interference, conflict, opposition, reissues, reexamination, public use proceedings, infringement, misuse or misappropriation or any litigation related thereto by the Company or any pending or threatened claim thereof, with respect to any intellectual property owned, possessed or used by third parties or affiliates.

A list of all technology, telecommunications or other industry standards or protocols related to the business of the Company. Item Description Previously Provided Company to Provide Not Applicable Other All exhibits to be filed with or incorporated by reference in the registration statement and not covered by the foregoing. All contracts mentioned in the offering document but not filed or incorporated as an exhibit.

All other documents quoted, summarized or cited as a source in the offering document. All materials which support statements to be made in the registration statement regarding the market position of the Company. List of parties, if any, whose consent to the offering will be required and copies of relevant documents.

Any indemnification agreements or arrangements to which the Company is a party and not covered elsewhere by this due diligence request list. All agreements and arrangements not otherwise covered by this due diligence request list with directors, officers, employees, shareholders, debtholders, members of their families or entities and any other affiliates in which any of such persons have an interest.

Any additional information, agreements, contracts, documents or commitments material to the Company or its business and not otherwise covered by this due diligence request list. In addition to the information listed above, please provide copies of all other documents or descriptions of all other facts or things that i are important to an understanding of the Company, its financial condition, financial performance, prospects, products or the industry in which it operates, or ii which should be considered and reviewed in making disclosures regarding the matters referred to in clause i or other matters concerning the merits and risks of purchasing the securities proposed to be offered.

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Ipo sample inspiremd ipo

БКС Live: Что такое Pre-IPO? Как заработать на таких сделках?

Initial Public Offering. In the event that the holders of a majority of the shares of Common Stock then outstanding approve an initial Public Offering. IPO. The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed. This paper offers insight into the question of why only few companies go public in Continental Europe. By comparing the Italian and the London Stock.