Drafting at-the-market equity distribution agreements manually requires extensive research across SEC guidelines, model agreements, and legal databases—often taking 6-8 hours per document. Securities attorneys must verify compliance requirements, cross-reference standard clauses, and ensure all representations and warranties meet regulatory standards, all while managing tight deal timelines.
Drafting comprehensive At-The-Market equity distribution agreements requires deep capital markets expertise, meticulous attention to SEC compliance, and hours of careful drafting to ensure all representations, covenants, and operational mechanics meet professional standards. Corporate attorneys spend 10-15 hours crafting these complex documents, coordinating multiple provisions while ensuring alignment with shelf registration statements and exchange listing requirements.
CaseMark transforms ATM agreement drafting by generating complete, market-standard equity distribution agreements tailored to your specific transaction parameters. Simply upload your shelf registration statement and board resolutions, and receive a professionally drafted agreement with comprehensive representations, precise operational mechanics, and full SEC compliance ready for negotiation.
This workflow is applicable across multiple practice areas and use cases
ATM equity distribution agreements are core corporate finance instruments used by public companies to raise capital through continuous equity offerings under shelf registration statements.
This workflow directly supports corporate finance transactions involving equity capital raising, which is a fundamental corporate finance activity alongside traditional underwritten offerings and private placements.
ATM programs serve as alternative financing mechanisms to debt financing, and attorneys handling financing transactions need to understand and draft these equity-based capital raising agreements.
Companies often evaluate ATM equity offerings alongside loan and debt financing options, making this workflow relevant for transactional attorneys advising on optimal capital structure and financing alternatives.
ATM agreements require corporate resolutions and board approvals, and involve significant corporate governance considerations regarding dilution, shareholder rights, and authorization of equity issuances.
The workflow requires corporate resolutions as input and involves governance matters related to equity authorization, making it relevant for attorneys handling corporate governance and board-level equity issuance decisions.
VC/PE-backed companies transitioning to public markets or post-IPO portfolio companies may utilize ATM programs for follow-on equity raises, requiring private equity attorneys to understand these public market mechanisms.
Private equity and venture capital attorneys advising portfolio companies through IPOs and public market operations need familiarity with ATM programs as part of the public company capital raising toolkit.
An ATM equity distribution agreement is a contract between a public company and a placement agent that establishes the terms for selling shares directly into the secondary trading market at prevailing prices. Unlike traditional underwritten offerings, ATM programs provide flexibility to sell shares over time in amounts and at prices that align with market conditions. The agreement governs the agency relationship, sale mechanics, compensation, representations, and all operational aspects of the program under an effective shelf registration statement.
Essential components include the appointment of the placement agent on a best-efforts basis, detailed sale mechanics with placement notice procedures, commission structure and expense allocation, comprehensive representations and warranties from both parties, ongoing covenants to maintain registration effectiveness, robust indemnification provisions, conditions precedent for each placement, and termination rights. The agreement must also address SEC compliance requirements, exchange listing limitations, blackout periods, and volume restrictions to ensure orderly market distribution.
CaseMark incorporates all applicable Securities Act and Exchange Act requirements, including proper references to Rule 415 for shelf offerings, Rule 415(a)(4) for at-the-market definitions, and Regulation M distribution requirements. The system ensures representations cover registration statement effectiveness, prospectus accuracy, and Exchange Act reporting compliance. It also builds in mandatory suspension triggers for material non-public information, includes appropriate disclosure update covenants, and addresses all regulatory requirements for continuous offering programs under effective shelf registration statements.
You need your effective shelf registration statement with the file number and date, board resolutions authorizing the program and maximum offering amount, details about your placement agent including legal name and status, your current capitalization information, and recent SEC filings (10-K, 10-Q, 8-Ks) for disclosure verification. Optional information includes commission rates, floor price parameters, volume limitations, and any specific operational preferences. CaseMark extracts relevant details from uploaded documents to populate the agreement accurately.
Yes, CaseMark generates a comprehensive base agreement that can be easily customized for your specific transaction. You can adjust commission rates, modify volume limitations and floor prices, customize blackout period provisions, tailor representations to your disclosure profile, modify indemnification caps, and adjust operational mechanics. The system provides market-standard provisions as a foundation while allowing flexibility to negotiate and modify terms based on your specific circumstances and the parties' relative bargaining positions.
Experienced securities attorneys typically spend 10-15 hours drafting a comprehensive ATM equity distribution agreement from scratch. This includes reviewing the registration statement and SEC filings, drafting all operative provisions and representations, ensuring regulatory compliance, coordinating defined terms and cross-references, and quality control review. CaseMark reduces this to approximately 15 minutes for initial generation, allowing attorneys to focus their time on strategic negotiation points and client-specific customizations rather than foundational drafting.