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.
This workflow is applicable across multiple practice areas and use cases
Corporate finance attorneys regularly draft directed share programs as part of IPO and public offering transactions, requiring SEC-compliant documentation for share allocation to company insiders and key stakeholders.
DSPs are a core corporate finance instrument used in capital raising transactions. The workflow directly addresses the documentation needs of attorneys structuring public offerings and managing relationships between issuers, underwriters, and designated participants.
Corporate governance attorneys use DSPs to structure equity allocation programs for directors, officers, and key advisors during IPO events, ensuring compliance with fiduciary duties and disclosure requirements.
DSPs involve governance considerations around insider participation in public offerings, board approval processes, and disclosure obligations that fall within corporate governance practice areas.
Financial services regulatory attorneys ensure DSP compliance with broker-dealer regulations, FINRA rules, and securities distribution requirements when investment banks facilitate directed share allocations.
DSPs implicate financial services regulations governing underwriter conduct, allocation practices, and broker-dealer obligations in securities offerings, requiring specialized regulatory compliance analysis.
VC and PE attorneys advise portfolio companies on DSP structures during exit events, helping early investors, board members, and advisors participate in IPO share allocations.
Private equity and venture capital firms frequently negotiate DSP participation rights for their partners and affiliated parties as part of portfolio company IPO planning and exit strategies.
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.
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.
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.
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.
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.