← All workflows

Merit Review

Analyze State Merit Review Issues in Minutes, Not Hours

12 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Merit Review

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Merit Review

Overview

CaseMark's Merit Review Analysis skill automates the complex process of evaluating non-covered securities offerings against NASAA Statements of Policy for state-level merit review compliance. It produces comprehensive risk assessments covering cheap stock, promoter equity investment, voting rights, and promoter compensation, along with examiner-ready comment response packages and negotiation strategies.

State merit review for non-covered securities offerings requires painstaking analysis of cap tables, promoter contributions, compensation structures, and voting rights against NASAA Statements of Policy. Responding to examiner comments demands precise citations, detailed calculations, and carefully structured remediation proposals — a process that can consume dozens of attorney hours per filing and delay offerings by weeks.

CaseMark automates the entire merit review analysis workflow, from threshold covered-security determinations through detailed cheap stock and promoter equity testing to fully drafted examiner comment responses. Securities attorneys can upload their offering documents and receive comprehensive, citation-backed analysis with negotiation strategies in minutes, dramatically reducing turnaround time and improving the quality of state regulatory submissions.

How it works

  1. 1. Upload your offering documents, cap table, charter documents, and any examiner correspondence

  2. 2. AI analyzes your offering against NASAA Statements of Policy for cheap stock, promoter equity, voting rights, and compensation issues

  3. 3. Review the generated risk analysis, comment responses, and negotiation strategies

  4. 4. Export examiner-ready response packages and pre-filing memos in your preferred format (DOCX, PDF)

What you get

  • Covered Security Threshold Determination

  • Cheap Stock Analysis & Dilution Report

  • Promoter Equity Investment Test Results

  • Voting Rights & Control Structure Review

  • Promoter Compensation Assessment

  • Examiner Comment Response Package

  • Negotiation Strategy & Fallback Positions

  • Pre-Filing Risk Summary by Target State

What it handles

  • Cheap stock identification and dilution analysis under NASAA SOPs

  • Promoter equity investment testing against 10% benchmark thresholds

  • Voting rights and control structure deviation analysis

  • Promoter compensation review across cash, equity, and related-party transactions

  • Examiner-ready comment response drafting with citation support

  • Negotiation fallback strategy with pre-structured remediation options

Required documents

  • Offering Document

    Form 1-A, prospectus, private placement memorandum, or offering circular for the securities offering

    .pdf, .docx

  • Cap Table & Issuance History

    Complete capitalization table with all issuances, dates, prices, consideration types, vesting schedules, and holder identities

    .pdf, .docx, .xlsx, .csv

  • Charter Documents

    Articles or certificate of incorporation, bylaws, and any amendments establishing voting rights and corporate structure

    .pdf, .docx

Supporting documents

  • Examiner Correspondence

    State examiner deficiency letters, comment letters, or prior correspondence requiring response

    .pdf, .docx

  • Promoter Compensation Schedule

    Details of all promoter compensation including cash, equity grants, consulting agreements, related-party contracts, and loans

    .pdf, .docx, .xlsx

  • Historical Financial Statements

    Balance sheets and financial records used for promoter equity investment calculations

    .pdf, .docx, .xlsx

  • Underwriter or Placement Agent Agreements

    Selling compensation terms including commissions, warrants, and expense reimbursements

    .pdf, .docx

Why teams use it

Reduce hours of manual NASAA SOP analysis to minutes with automated cheap stock, promoter equity, and voting rights testing

Generate professionally drafted examiner comment responses with proper citations and remediation recommendations

Identify merit review risks before filing to proactively structure offerings and avoid state conditioning

Build negotiation fallback positions for each issue area to streamline examiner discussions

Questions

What types of offerings does this merit review analysis cover?

CaseMark's merit review analysis covers non-covered securities offerings subject to state-level review, including Reg A Tier 1 and Tier 2, Rule 504, intrastate offerings, and direct public offerings. It applies NASAA Statements of Policy standards across all merit review states.

Can this tool help me respond to state examiner comments I've already received?

Yes. Upload your examiner deficiency or comment letters along with your offering documents, and CaseMark will generate examiner-ready comment responses with specific citations to NASAA SOPs, cap table analysis, and recommended remediation steps.

How does the cheap stock analysis work?

CaseMark identifies all share issuances within 36 months of filing where consideration was nominal cash, services, or below fair market value. It calculates dilution impact, flags promoter vs. non-promoter recipients, and benchmarks findings against NASAA cheap stock standards.

Does this replace the need for a securities attorney?

CaseMark is designed to augment securities attorneys and compliance professionals, not replace them. It dramatically accelerates the analysis and drafting process, but all outputs should be reviewed by qualified counsel before submission to state regulators.

What is the promoter equity investment test?

The promoter equity investment test evaluates whether promoters have contributed cash or tangible assets equal to at least 10% of the aggregate public offering price, as required under NASAA guidelines. CaseMark calculates this automatically from your cap table and financial data.

Can I use this for pre-filing analysis before submitting to merit review states?

Absolutely. CaseMark generates pre-filing risk memos that identify potential conditioning issues across your target states, allowing you to restructure your offering proactively before submission and avoid costly examiner delays.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Draft & Defend 30(b)(6) Depositions in Minutes

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours