Preparing a Form S-3 shelf registration statement manually requires extensive SEC research, careful incorporation by reference, precise risk factor drafting, and meticulous compliance verification—often consuming 12+ hours of attorney time. Coordinating multiple document sources, ensuring EDGAR compatibility, and staying current with SEC guidance creates bottlenecks in capital raising timelines.
Preparing a Form S-3 shelf registration statement traditionally requires 40+ hours of attorney time to verify eligibility, extract data from multiple SEC filings, draft comprehensive securities descriptions, and ensure compliance with complex regulatory requirements. The process involves coordinating information across 10-Ks, 10-Qs, charter documents, and debt agreements while maintaining perfect consistency with prior disclosures.
CaseMark automates the entire Form S-3 drafting process by intelligently extracting information from your uploaded corporate documents and SEC filings. The platform verifies eligibility requirements, generates tailored risk factors, creates detailed securities descriptions, and assembles all required sections with proper incorporation by reference—delivering a complete, SEC-ready registration statement in under 30 minutes.
This workflow is applicable across multiple practice areas and use cases
Corporate finance attorneys regularly prepare shelf registration statements for clients raising capital through public offerings of equity or debt securities.
Form S-3 shelf registrations are fundamental corporate finance instruments that enable companies to efficiently access capital markets, making this workflow essential for corporate finance practice.
Corporate governance attorneys ensure proper board authorization and compliance procedures for shelf registration statements, including required resolutions and disclosure controls.
Shelf registrations require significant corporate governance oversight including board approvals, disclosure committee involvement, and ongoing compliance obligations that governance attorneys manage.
VC/PE attorneys assist portfolio companies transitioning to public markets or preparing for IPO exits by drafting shelf registration statements for secondary offerings.
Private equity and venture capital firms often need shelf registrations for their portfolio companies going public or conducting follow-on offerings as part of exit strategies.
Financing attorneys use Form S-3 to register debt securities offerings including bonds, notes, and other debt instruments as alternatives to traditional loan financing.
Shelf registrations are commonly used for debt offerings in capital markets, providing an alternative financing mechanism that loan and financing attorneys must understand and prepare.
Form S-3 eligibility requires that your company has been an Exchange Act reporting company for at least 12 months, is current in all filing obligations, and meets either the public float test ($75 million of non-affiliate common equity) or qualifies under alternative provisions like the investment grade securities exemption. CaseMark automatically verifies these requirements by analyzing your SEC filing history and calculating public float from your most recent 10-K or 10-Q.
CaseMark automatically identifies all documents that must be incorporated by reference, including your most recent 10-K, subsequent 10-Qs and 8-Ks, and the Section 12 description of securities. The platform generates the proper incorporation language with accurate filing dates and SEC file numbers, and includes the required undertakings for automatic updating as you file future periodic reports.
Yes, CaseMark supports both well-known seasoned issuer (WKSI) automatic shelf registrations and traditional shelf registrations requiring SEC review. The platform determines your WKSI status based on public float or registered securities issuance history, then tailors the registration statement format, undertakings, and effectiveness provisions accordingly.
CaseMark generates comprehensive descriptions for all securities types permitted under Form S-3, including common stock, preferred stock, debt securities, warrants, purchase contracts, and units. You can select which securities to include on your shelf, and the platform will create the appropriate description sections with framework language that allows specific terms to be established in future prospectus supplements.
CaseMark analyzes your 10-K risk factors, MD&A disclosures, business description, and financial statements to generate tailored risk factors that reflect your actual business circumstances, industry challenges, and financial condition. The platform avoids generic boilerplate by extracting specific facts like customer concentration, regulatory dependencies, or loss history, then incorporates these details into substantive risk disclosures that satisfy SEC standards.