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IPO SupportFrom checking internal regulations and share and stock option procedures to written responses to review comments, our attorneys work back from the review schedule.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Review scope
Regulations · Contracts · Shares · Labor · Permits

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to IPO Support matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Checking the legal issues examined in the listing review before you apply

In the pre-IPO period, issues in internal regulations, contract management, share and stock option procedures, labor, permits and licenses, and related-party transactions must be checked in a short time. We set priorities by working back from the review schedule, and check the adoption of regulations separately from the records of their operation. We also take on preparing the written responses to the lead underwriter and the audit firm.

  • You cannot decide where to start on the lead underwriter's comments
  • The history of past stock option issuances is unclear
  • You cannot decide when to unwind related-party transactions
  • Regulations exist, but no records of their operation have been kept

Why LegalAgent

With LegalAgent, you can check legal issues working back from your application date

We move IPO preparation forward in three ways: fast answers, upfront fee estimates and the records and documents you can use to explain matters in the review.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Starting with the issues that take the longest

    For contract reviews and routine legal questions, we respond within one business day as a rule. For IPO preparation, we work back from your application date and start with the issues where building an operating track record takes time.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    Review scope set and fees shown up front

    We ask about the range of issues to check, the state of your existing documents and whether you have received comments, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Division of work

    • Written responses to comments
    • Remediation record tracker
    • Share transfer history tracker
    • Draft record templates

    You stay the point of contact; we prepare the documents

    Your company remains the point of contact with the securities firm and the audit firm, while we take on the labor-intensive work, such as preparing materials and drafting written responses.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the documents; attorneys decide whether remediation is needed

The AI Agent organizes documents such as minutes, the shareholder register and the stock acquisition rights register and extracts the issues; attorneys decide whether remediation is needed and what the written responses say.

AI Agentdoes the work

  • Extracts issues from minutes, the shareholder register and the stock acquisition rights register
  • Organizes contract lists and internal regulations and draws on past reviews
  • Drafts written responses and record templates

Attorneysmake the judgment

  • Decide the response based on the review standards behind each comment
  • Decide whether remediation is needed and its priority in the review schedule
  • Take responsibility for the final written responses and remediation policy
ConsultationInternal explanations and records
  1. STEP 01Confirming the current status and review phase

    Confirm the phase of IPO preparation and the content of any comments received so far

    Summary of the issues to focus on

  2. STEP 02Reviewing documents and identifying issues

    Check each issue, including internal regulations, contract management, share procedures, labor, permits and licenses, and related-party transactions, against the documents

    Review results by issue and a list of items requiring action

  3. STEP 03Preparing the remediation policy and written responses

    Set the approach for items requiring remediation and prepare draft written responses to the lead underwriter and audit firm

    Draft written responses and draft remediation policy

  4. STEP 04Internal explanation and record-keeping

    Explain the actions taken to management and relevant departments, and organize record templates so they remain as an operating track record

    Internal explanatory materials and draft record templates

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

These are situations that frequently prompt a consultation during IPO preparation, shown together with the impact on the review if the response is delayed.

  1. 01

    The lead underwriter's short review raised legal comments

    If left aloneIf responses to the comments are delayed, the entire review schedule slips and the company may be forced to reconsider its listing timing

    What we doReview the comments and the supporting documents, and identify the facts that need remediation and whether records exist that the company can use to explain itself

    What you receive
    • Draft written responses to the comments
    • Remediation record tracker
    • Internal explanatory materials

  2. 02

    Possible defects were found in past stock option issuance procedures

    If left aloneIf the review proceeds with defects in the issuance procedures left in place, consistency with the stock acquisition rights register and the commercial registration will be questioned, and remediation will take time

    What we doCross-check the shareholders' meeting resolutions, allotment agreements, stock acquisition rights register and registered details, and confirm the extent of the defects and how to remediate them

    What you receive
    • Procedure check results
    • Draft remediation policy
    • List of documents requiring further action

  3. 03

    The legal sections of the listing application documents (such as Part I) need to be organized

    If left aloneIf the status of contract management, share transfers and disputes does not match what is written, additional questions and revisions will recur during the review

    What we doReview the contract list, share transfer history and current status of disputes, and check consistency with the documents that support the statements

    What you receive
    • List of supporting documents for the statements
    • Consistency check results
    • List of points requiring revision

  4. 04

    The company was asked to unwind related-party transactions

    If left aloneIf the review proceeds without sorting out when and on what terms the transactions will be unwound, the company cannot explain why continuing them is reasonable, and the comments recur

    What we doReview the transactions, their terms and the unwinding schedule, and work out how to keep a record of the unwinding process

    What you receive
    • Draft transaction unwinding policy
    • Explanatory materials for the board of directors and shareholders' meeting
    • Record template for the unwinding process

  5. 05

    In the final stage of IPO preparation, the company noticed gaps between its internal regulations and actual practice

    If left aloneIf there is a blank period between the date regulations were adopted and the record of actual operation, the company cannot explain that its internal control system is functioning

    What we doReview existing regulations against records of resolutions, reports and approvals, and check whether records sufficient to demonstrate an operating track record are in place

    What you receive
    • Regulation and practice gap analysis
    • Draft templates for additional records to keep
    • Draft revised regulations

Scope of our IPO support

For each issue reviewed in IPO preparation, we summarize what we check, the key judgment points and the deliverables.

Checking regulations and governance systems
We review the content of internal regulations and their actual operating record, and organize them into records that can be explained in the review.
  • Checking and developing internal regulations
  • Reviewing minutes of board of directors meetings and shareholders' meetings
Developing a contract management system
We review how well key contracts are tracked and managed, and put in place the contract list and clause review system needed for the review.
  • Organizing the contract list and reviewing key clauses
  • Developing a contract management workflow
Reviewing share and stock option procedures
We review past share transfers and stock option issuance procedures and check their consistency with the stock acquisition rights register and the commercial registration.
  • Reviewing share transfer history
  • Reviewing stock option issuance procedures
Review responses and related-party transactions
We set out the approach for responding to comments from the lead underwriter and audit firm and for unwinding related-party transactions.
  • Preparing written responses to comments
  • Setting the approach for unwinding related-party transactions

Our approach

What we focus on in IPO Support

In pre-IPO matters, we focus on the following points.

  1. 01

    Working backward from the review schedule

    Working backward from the application date, we prioritize by distinguishing issues that tend to pile up just before filing from issues where an operating track record will not build up unless work starts early.

  2. 02

    Understanding the standards behind the comments

    Rather than handling each comment in isolation, we consider the operating track record and explainability that the substantive review criteria are looking for, and design responses that prevent the issue from recurring.

  3. 03

    Checking adoption of regulations separately from their operating record

    We do not treat drafting regulations as the goal in itself. Separately from the adoption date, we check whether records remain showing that resolutions, reports and approvals were carried out as the regulations require.

  4. 04

    Dividing roles from a position close to in-house legal

    While the company remains the point of contact with the securities firm and audit firm, we take on the labor-intensive parts, such as preparing documents and drafting written responses.

Pricing

IPO support fees

Because the workload varies greatly depending on the scope of the review and the state of existing documents, we provide an IPO support estimate after confirming the details of your consultation.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • The range of issues to be checked (which of internal regulations, contracts, share procedures, labor, permits and licenses, and related-party transactions are included)
  • The state of existing documents (regulations, minutes, contract list, shareholder register, stock acquisition rights register, etc.)
  • Whether there are comments from the lead underwriter or audit firm, and how many
  • The time remaining until the planned listing application date
  • Whether ongoing support (regular check-ins in a form close to in-house legal) is needed

Because the review scope and the state of documents differ greatly from company to company, we provide a specific estimate individually after the consultation.

Team & Record

Attorneys who know startups and business development handle your matters

Startup legal matters
200+
Legal and investment DD
20+
Contract reviews and drafts
2,000+
Financing matters
65Since 2024, issuer and investor side

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical guides to IPO preparation

IPO preparationThe Legal Schedule for IPO Preparation: N-3, N-2, N-1 and the Audit Certification

How many years in advance should IPO preparation begin? Based on the audit certification for the two most recent periods and the standard review period of the TSE Growth Market, this column considers the order in which to check minutes, the history of shares, and labor and intellectual property issues.

Related practice areas

FAQ

Frequently asked questions

At what stage of IPO preparation can we consult you?

You can consult us at any stage of IPO preparation, from an early stage around N-3 to responding to comments just before filing. The earlier you consult us, the easier it is to secure time to build up an operating track record for your regulations.

Can we ask you to handle only the comments from the lead underwriter or audit firm?

We also accept engagements limited to preparing written responses to comments. You can also combine this with a review of your legal issues as a whole.

Can we consult you before our documents are organized?

You can start a consultation even if your contract list and minutes are not yet organized. Please first send the documents for the areas you have a handle on. We will also help identify the documents that are missing.

How does this differ from Startup Legal?

Startup Legal handles general legal consultation arising from business operations, such as fundraising and day-to-day contract work. IPO Support covers internal regulations, review responses and checks of past procedures specific to the pre-IPO phase.

Can we also ask you to run board of directors meetings and shareholders' meetings?

Running individual corporate bodies falls within the scope of Corporate Governance. In IPO Support, we check the minutes and the content of resolutions from the perspective of what is examined in the review.

Can we ask you to handle post-listing matters as well?

Post-listing capital markets work and timely disclosure are not the core scope of this page. Please consult us mainly about building your systems in the pre-IPO period.

If defects are found in stock options issued in the past, how far can you help?

We review the minutes, allotment agreements and stock acquisition rights register from the time of issuance and set out the extent of the defects and how to remediate them. The remediation itself is carried out together with the company's internal approval process.

Can you help even when the review schedule is tight?

We also take on matters where the review schedule is tight. After reviewing the comments and supporting documents, we prioritize and proceed with preparing the written responses.

Contact

Tell us where your IPO preparation stands

Please share whatever information you have at this point, such as your planned listing application date and any comments you have received so far. Even if your documents are still being organized, we can start the consultation once you tell us the situation as you understand it.

  • A free 30-minute online first meeting
  • You can consult us while your documents are still being organized
  • You can ask us only for written responses to comments