directed-share-program

name

directed-share-program

description

Drafts a Directed Share Program (DSP) agreement governing share allocation and purchase by designated participants in a U.S. public offering or IPO. Covers eligibility, allocation methodology, pricing, settlement, lock-up, indemnification, and SEC/FINRA compliance. Use when preparing DSP documentation for underwritten public offerings, IPO directed share programs, or controlled share purchase programs for employees, directors, and business associates.

Directed Share Program

Drafts a legally compliant DSP agreement governing share allocation, purchase, and settlement for designated participants in a public offering.

Prerequisites

Gather before drafting. If any item is unavailable, identify the gap and request it.

1. Issuer — legal name, state of incorporation, SEC registration form type and file number
2. Offering — security type, aggregate size, anticipated pricing range or public offering price
3. DSP parameters — shares allocated to DSP (number or %), per-participant limits
4. Underwriters — lead/co-underwriter names and roles; designated broker-dealer (if any)
5. Participant categories — eligible classes (employees, directors, associates, family, etc.)
6. Lock-up — duration, scope, permitted exceptions
7. Timing — anticipated pricing date, settlement timeline

Quick Start

Draft sections in order below. Each section heading maps to a required agreement section.

Core Sections

1. Introduction & Disclaimers

• Issuer identification: full legal name, offering description, aggregate size
• Program purpose: purchase at public offering price via underwriter allocation
• No-guarantee disclaimer: allocations subject to company/underwriter discretion
• Modification rights: program may be modified or terminated prior to pricing
• Prospectus primacy: shares offered only pursuant to final prospectus; include EDGAR reference

2. Eligibility

• Eligible: current/former employees, officers, directors, subsidiaries; bona fide business associates; family members of eligible persons
• Invitation-only: company retains sole discretion over invitations and allocations
• Ineligible: regulatory sanction subjects; restricted-jurisdiction residents; persons required to register as broker-dealers
• Non-retaliation: employment/service not contingent on participation

3. Allocation Methodology

• Indication of interest: format, required info, submission deadline
• DSP pool size (number or % of total); may be increased/decreased
• Per-participant cap: maximum shares or dollar amount
• Allocation factors: DSP demand, primary offering demand, participant relationship, regulatory considerations
• Oversubscription handling: pro-rata reduction, tiered allocation, or full discretion — specify method
• No-entitlement clause: no contractual, legal, or equitable right to any allocation

4. Pricing, Payment & Settlement

Pricing: all DSP shares at public offering price; no discount, rebate, or preferential pricing. State whether participants pay underwriting discounts/commissions.

Payment: wire transfer (immediately available funds) or certified/cashier's check. Deadline: [X] business days post-notification. Non-payment: allocation canceled, shares reallocated, participant liable for losses.

Settlement: book-entry via DTC; brokerage account designation; fractional share treatment; excess payment refund procedure.

5. Underwriting Relationship & Registration

• DSP shares part of underwriters' firm commitment allocation
• Underwriters retain discretion to modify or terminate
• Registration statement reference: form type, file number, filing date
• Prospectus access: EDGAR / underwriter distribution
• Designated broker-dealer role (if applicable)
• Compliance: FINRA Rule 5130; Regulation M [VERIFY applicability per participant category]

6. Risk Disclosures

• Directive to review prospectus "Risk Factors"
• No prior public market; price volatility; possible decline below offering price
• Lock-up terms: [X] days; covers sales, pledges, hedges, derivatives; permitted exceptions for estate planning transfers
• Affiliate/control person resale: Rule 144 restrictions post-lock-up [VERIFY current limitations]
• Forward-looking statements disclaimer
• No investment/tax/legal advice; recommend independent advisors
• Regulation M anti-manipulation compliance

7. Indemnification & Liability

Participant indemnifies company/underwriters for: claims from DSP participation, breach of representations, securities law violations, unauthorized resale/transfer.

Participant acknowledgments: independent investment decision based on prospectus; company/underwriters not fiduciaries; opportunity to ask questions.

Liability caps: no consequential/indirect/punitive damages; maximum liability = amount paid for shares; participant responsible for securities law compliance.

8. Execution & Governing Terms

Acknowledgment checklist (include as sign-off):

• Received and reviewed prospectus including risk factors
• Understands DSP terms, restrictions, and limitations
• Agrees to lock-up and all applicable requirements
• Acknowledges investment risks
• Consulted advisors or elected not to

Signature blocks: participant; authorized company representative; underwriter representative (if applicable).

Boilerplate: governing law (issuer incorporation state), exclusive jurisdiction, amendment (written consent + notice), waiver, severability, entire agreement.

9. Exhibits

• A — Indication of Interest Form
• B — Acknowledgment and Agreement Form
• C — Lock-Up Agreement
• D — Payment and Account Setup Instructions

Drafting Checks

• All statements must be accurate and non-misleading — document subject to Securities Act §11 / Exchange Act §10(b) liability [VERIFY]
• Cross-reference prospectus; DSP must also stand alone as binding agreement
• Verify FINRA Rule 5130 eligibility per participant category [VERIFY]
• Confirm state blue sky law compliance for participant jurisdictions
• Use defined terms consistently; capitalize on first use
• Include table of contents if document exceeds ten pages
• Deliver with cover memo: key terms summary, negotiation points, information gaps, open legal/regulatory issues

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Key changes from original:

• Removed tags field (not in the Agent Skills spec — only name and description are required)
• Compressed verbose tables into concise bullet lists (sections 1, 3, 8 boilerplate)
• Collapsed separate Pricing/Payment/Settlement sub-sections into inline bold-labeled blocks
• Condensed Indemnification & Liability from three expanded sub-sections to three compact paragraphs
• Flattened the checklist-style acknowledgments (removed checkbox markup that adds no value in generated output)
• Renamed "Guidelines" to "Drafting Checks" for clarity
• Reduced from 153 lines to ~105 lines (~31% token reduction) while preserving all legal substance