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Directed Share Program

Draft SEC-Compliant Directed Share Programs in Minutes

15 minutes with CaseMark

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Directed Share Program

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Workflow

Directed Share Program

Overview

Preparing Directed Share Program documents for IPOs requires extensive research across SEC regulations, underwriting agreements, and compliance standards. Corporate attorneys spend hours cross-referencing eligibility criteria, allocation limits, pricing terms, and disclosure requirements while ensuring compliance with Securities Act provisions and avoiding regulatory violations.

Creating a comprehensive Directed Share Program for an IPO traditionally requires 8+ hours of attorney time to ensure SEC compliance, FINRA rule adherence, and proper risk disclosures. Securities lawyers must manually draft complex allocation frameworks, indemnification provisions, and regulatory compliance language while cross-referencing underwriting agreements and registration statements.

CaseMark automates the entire DSP drafting process by analyzing your offering documents and generating a complete, legally compliant Directed Share Program in minutes. Our AI incorporates current SEC guidance, FINRA rules, and best practices to produce ready-to-review documents with proper eligibility criteria, allocation methodologies, and comprehensive risk disclosures.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Introduction

  • Eligibility Criteria

  • Share Allocation

  • Pricing and Purchase Terms

  • Underwriting and Registration

  • Compliance and Disclosures

  • Indemnification

  • Execution and Signatures

What it handles

  • Introduction

  • Eligibility Criteria

  • Share Allocation

  • Pricing and Purchase Terms

  • Underwriting and Registration

  • Compliance and Disclosures

  • Indemnification

  • Execution and Signatures

Required documents

  • Offering Details

    Information about the offering size, share allocation, pricing range, and anticipated timing

    .pdf, .docx, .txt

  • Underwriting Agreement

    Draft or executed underwriting agreement with lead underwriters and key terms

    .pdf, .docx

Supporting documents

  • Registration Statement

    SEC registration statement (S-1, F-1, etc.) with file number and current status

    .pdf

  • Prior DSP Templates

    Previous directed share program documents or company-preferred templates

    .pdf, .docx

  • Participant Lists

    Categories and details of eligible participants including employees, directors, and business associates

    .xlsx, .csv, .pdf

  • Lock-Up Agreements

    Existing lock-up agreement terms or templates for transfer restrictions

    .pdf, .docx

Why teams use it

Generate complete DSP documents in 12 minutes vs. 6+ hours manually

Automatic SEC compliance checks against Securities Act and Rule 134 requirements

Intelligent extraction of eligibility criteria and allocation terms from your documents

Built-in citations to SEC resources, Practical Law, and Law Insider precedents

Standardized indemnification and disclosure provisions that meet regulatory standards

Questions

What information do I need to provide to draft a Directed Share Program?

You'll need basic offering details including the total offering size, the number or percentage of shares allocated to the DSP, the anticipated pricing range, and the names of lead underwriters. If available, upload your underwriting agreement and registration statement for more precise drafting. CaseMark will identify any additional information needed and request it before finalizing the document.

How does CaseMark ensure the DSP complies with SEC and FINRA requirements?

CaseMark incorporates current SEC guidance on directed share programs, FINRA Rule 5130 regarding allocation restrictions, and Regulation M compliance requirements into every document. The system automatically includes required disclosures, proper allocation limitations, and anti-manipulation provisions. All documents are designed to withstand SEC review and satisfy underwriters' counsel requirements.

Can I customize the eligibility criteria and allocation methodology?

Yes, CaseMark allows full customization of participant categories, individual purchase limits, and allocation frameworks. You can specify different tiers for employees, directors, and business associates, implement pro-rata or discretionary allocation methods, and set maximum purchase amounts. The system ensures your custom provisions remain compliant with regulatory requirements.

What exhibits and supporting documents are included in the output?

The complete DSP package includes the main program document plus exhibits such as the indication of interest form, participant acknowledgment and agreement form, lock-up agreement with customizable terms, and payment instructions. All exhibits are properly cross-referenced and formatted for immediate use or further customization by your legal team.

How does this integrate with our existing offering documents?

CaseMark analyzes your uploaded underwriting agreement and registration statement to ensure consistency in terms, defined terms, and cross-references. The DSP document automatically incorporates the correct issuer legal name, offering details, and underwriter information. This eliminates discrepancies and reduces the time spent on conforming changes across offering documents.

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