Drafting underwriting agreements for securities offerings is an intensive process requiring meticulous attention to SEC compliance, indemnification provisions, and market-standard terms. Securities attorneys spend 6-8 hours coordinating representations and warranties, closing conditions, greenshoe options, and indemnification clauses while ensuring consistency with registration statements and prospectuses. The complexity of capital markets transactions leaves little room for error or omissions.
Drafting underwriting agreements for securities offerings requires extensive knowledge of federal securities laws, market practice, and complex indemnification structures. Attorneys spend 10-15 hours crafting these critical documents, coordinating multiple provisions across representations, covenants, closing conditions, and termination rights while ensuring SEC compliance and protecting all parties' interests.
CaseMark automates the creation of comprehensive, market-standard underwriting agreements tailored to your specific offering structure. Our AI generates complete agreements with proper party identification, purchase terms, over-allotment options, detailed representations and warranties, indemnification provisions, and all required closing conditions in minutes, not hours.
This workflow is applicable across multiple practice areas and use cases
Corporate finance transactions frequently require underwriting agreements for debt offerings, convertible securities, and other capital raising activities beyond traditional IPOs.
Underwriting agreements are core documents in all types of securities offerings and capital raising transactions, making this workflow essential for corporate finance practitioners handling public and private placements.
Financial services attorneys advising broker-dealers, investment banks, and other financial institutions need underwriting agreements for regulatory compliance and transaction documentation in securities offerings.
Financial services regulation heavily overlaps with securities law, and institutions in this sector are frequently parties to underwriting agreements requiring SEC compliance and regulatory oversight.
Underwriting agreements are used in syndicated loan transactions and debt securities offerings where financial institutions underwrite and distribute securities or loan participations.
The structure of underwriting agreements, including representations, warranties, indemnification, and closing conditions, directly applies to complex financing transactions involving multiple lenders or underwriters.
Private equity and venture capital firms use underwriting agreements when portfolio companies conduct public offerings or when funds themselves raise capital through securities offerings.
PE/VC practitioners regularly guide portfolio companies through IPO processes and need to draft or review underwriting agreements as part of exit strategies and capital raising activities.
You'll need basic company information (legal name, jurisdiction, capitalization), offering details (security type, number of shares, pricing, underwriting discount), and registration statement information (SEC file number and status). If selling stockholders are involved, you'll also need their details and share allocations. CaseMark uses this information to generate a complete, customized agreement with all standard provisions.
Yes, CaseMark automatically includes comprehensive over-allotment option provisions allowing underwriters to purchase additional shares (typically up to 15% of firm shares) to cover over-allotments. The agreement specifies exercise periods, pricing, notice requirements, and separate closing procedures for option shares, all customized to your offering structure.
Absolutely. CaseMark generates robust indemnification and contribution provisions that comply with SEC guidance and current market practice. The agreement includes mutual indemnification between the company and underwriters, carve-outs for information furnished by each party, contribution provisions with proportionate liability, and procedures for notice, defense, and settlement of claims.
Yes, while CaseMark provides comprehensive market-standard closing conditions (legal opinions, comfort letters, officer certificates, no material adverse change) and termination rights (market disruption, material adverse change, force majeure), you can easily modify these provisions to match your specific deal requirements and negotiated terms.
CaseMark automatically includes detailed lock-up provisions requiring directors, officers, and principal stockholders to execute lock-up agreements for a specified period (typically 180 days). The agreement includes standard exceptions for estate planning and charitable transfers, company covenants not to issue additional shares, and provisions for representative waiver rights and transfer agent instructions.