Interview Questions156

    The Kickoff Meeting and Working Group Setup

    After mandate award, the kickoff meeting locks the IPO timeline, diligence scope, and deliverable assignments for every party in the working group.

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    6 min read
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    1 interview question
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    Introduction

    The kickoff meeting is the formal start of an IPO. After the bake-off awards mandates and engagement letters are signed, the lead-left bookrunner schedules a half-day to full-day session that brings the working group together for the first time. Parties introduce themselves, the calendar gets locked, the due-diligence scope gets agreed, and the document workflow begins. This article walks through what a typical kickoff looks like, who attends, and what the working group does in the first weeks after.

    Engagement Letter

    The contract between the issuer and the underwriting bank that governs the bank's role on the deal. The engagement letter sets out the principal terms of the offering relationship: the bank's role (lead-left, joint bookrunner, or co-manager), the indicative gross spread, expense-reimbursement obligations, indemnification, lockup terms, and termination rights. Engagement letters are typically signed before the formal kickoff meeting and form the legal basis on which the working group begins. They are distinct from the underwriting agreement, which is signed at pricing and governs the actual securities sale.

    Who Attends the Kickoff

    The attendee list reflects every constituent who will work the deal over the next twelve months.

    Issuer and Sponsor Side

    Issuer attendees include the CEO, CFO, general counsel, head of finance or controller, head of investor relations (if hired), and often a board representative. Pre-IPO sponsors send the lead deal partner and one or two operating-team members. The CEO and CFO drive issuer input; the GC is the main contact for both sets of counsel afterward.

    Bank Side

    Each underwriting bank sends a senior team. From the lead-left: the head of ECM origination, the senior coverage MD, the lead ECM director, and one or two analysts and associates. Joint bookrunners and co-managers each send a smaller delegation. Equity-linked specialists attend if the structure involves convertibles or other linked products.

    Counsel and Auditors

    Issuer's counsel and underwriter's counsel both send senior partners and associates. The audit firm sends the engagement partner and senior manager. The financial printer often sends a representative.

    The Six-Topic Agenda

    A standard kickoff agenda runs through six topics, with the lead-left's senior banker chairing and a designated note-taker (often the lead-left's senior associate) producing a kickoff memo afterward.

    Timeline and Calendar

    The first agenda item is the master timeline. The working group walks through the target dates for first SEC submission, public filing, roadshow launch, pricing, and listing, working backward from the issuer's preferred listing window. Each major workstream (S-1 drafting, due diligence, audit support, equity story development, marketing prep) is assigned a target completion date. The calendar is the document the working group will run on for the next 12 months.

    Due Diligence Scope

    The working group agrees on the scope of due diligence workstreams: business, legal, financial, and industry. Each workstream is assigned an owner (typically a coverage banker for business, underwriter's counsel for legal, the audit firm for financial, and the ECM origination team for industry). The data room structure gets agreed, with the issuer's counsel typically running the data room platform.

    Document Workflow and Drafting Sessions

    The S-1 drafting workflow is agreed at kickoff. Issuer's counsel typically runs the drafting on a weekly cadence, with the full working group attending drafting sessions either in person at counsel's offices or by video. The first complete draft of the S-1 is targeted for 30 to 60 days after kickoff, with multiple subsequent rounds before first submission.

    Working Group Calendar

    The working group locks a recurring calendar: typically a Monday all-hands call, mid-week drafting sessions, and ad-hoc workstream calls as needed. The cadence runs through to first SEC submission and adjusts as the deal progresses.

    What Happens in the First Weeks After Kickoff

    The kickoff is the start, not the finish. The working group's pace through the first six to eight weeks determines whether the deal hits its target listing window.

    The First Drafting Sessions

    S-1 drafting begins immediately. Issuer's counsel produces a "starting-point" draft based on prior IPOs in the same sector and circulates it within a week of kickoff. The first full working-group drafting session typically happens 10 to 14 days after kickoff. Every section of the document gets reviewed in those sessions, with bankers, counsel, and the issuer's CFO contributing changes in real time.

    Initial Due Diligence Sessions

    Due diligence runs in parallel with drafting. Underwriter's counsel and the lead-left bookrunner schedule initial due-diligence calls covering business, legal, and financial workstreams. The audit firm starts the audit support work, often including stub-period reviews if the deal calendar requires interim financials. Industry due diligence (the ECM origination team's piece) starts with desk research and progresses to expert interviews and customer reference calls.

    Equity Story Workshops

    Equity story development runs as a parallel workstream owned by the lead-left coverage and ECM teams. The working group typically holds two to four workshops in the first two months, refining positioning, growth narrative, and financial trajectory.

    By the time the room empties, the working group is on a 12-month track: calendar locked, diligence scope agreed, drafting in motion. Next up: due diligence.

    Interview Questions

    1
    Interview Question #1Easy

    What happens at an IPO kickoff (org) meeting?

    The full working group meets in person (or virtually) for half a day to set up the deal. Three deliverables come out of it: (1) an agreed master timeline with target filing, launch, and pricing dates, (2) allocation of drafting responsibilities between issuer, issuer counsel, underwriters, and underwriter counsel for each S-1 section, and (3) a due-diligence workplan with deadlines, document request lists, and management session bookings.

    Ancillary outputs: working group list with contact information, legal-protective designations (privilege, deal codename), and rules of engagement for inter-bank communications.

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