| name | directed-share-program |
| title | 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. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/directed-share-program |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
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.
- Issuer — legal name, state of incorporation, SEC registration form type and file number
- Offering — security type, aggregate size, anticipated pricing range or public offering price
- DSP parameters — shares allocated to DSP (number or %), per-participant limits
- Underwriters — lead/co-underwriter names and roles; designated broker-dealer (if any)
- Participant categories — eligible classes (employees, directors, associates, family, etc.)
- Lock-up — duration, scope, permitted exceptions
- 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
