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Equity Distribution Agreement (ATM)

Draft ATM Equity Agreements in Minutes, Not Days

15 minutes with CaseMark

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Equity Distribution Agreement (ATM)

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Workflow

Equity Distribution Agreement (ATM)

Overview

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.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Parties and Recitals

  • Definitions

  • Appointment of Agent

  • Sale of Securities

  • Representations and Warranties

  • Covenants

  • Indemnification and Contribution

  • Termination

  • Governing Law and Miscellaneous

What it handles

  • Parties and Recitals

  • Definitions

  • Appointment of Agent

  • Sale of Securities

  • Representations and Warranties

  • Covenants

  • Indemnification and Contribution

  • Termination

  • Governing Law and Miscellaneous

Required documents

  • Shelf Registration Statement

    Effective Form S-3 registration statement with file number and effective date

    .pdf, .docx

  • Corporate Resolutions

    Board resolutions authorizing the ATM program and maximum offering amount

    .pdf, .docx

  • Recent SEC Filings

    Latest Form 10-K, 10-Q, and material 8-K filings for disclosure verification

    .pdf

Supporting documents

  • Prior ATM Agreement

    Existing or previous ATM agreement for renewal or comparison purposes

    .pdf, .docx

  • Placement Agent Information

    Details about placement agent(s) including legal name and broker-dealer status

    .pdf, .docx

  • Exchange Listing Documentation

    Information regarding primary listing exchange and compliance requirements

    .pdf

  • Capitalization Table

    Current capitalization details including outstanding shares and securities

    .xlsx, .pdf

Why teams use it

Generate complete ATM agreements in 12 minutes vs. 6+ hours manually

Automatic integration of SEC-compliant clauses and standard definitions

Built-in verification of legal sources from bar associations and regulatory guidelines

Intelligent extraction of party details from uploaded corporate documents

Comprehensive coverage of all critical sections from parties to termination provisions

Questions

What is an At-The-Market equity distribution agreement?

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.

What are the key components of an ATM agreement?

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.

How does CaseMark ensure SEC compliance in ATM agreements?

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.

What information do I need to provide to generate an ATM agreement?

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.

Can the generated agreement be customized for specific deal terms?

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.

How long does it typically take to manually draft an ATM agreement?

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.

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