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Underwriting Agreement

Draft IPO Underwriting Agreements in Minutes with AI

15 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

15 minutes with CaseMark

What you'll need

  • Company Information Sheet
  • Offering Terms Sheet
  • Registration Statement Details

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

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.

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

  • Header and Parties

  • Purchase and Sale of Firm Shares

  • Over-Allotment (Greenshoe) Option

  • Closing Details and Payment Terms

  • Company Representations and Warranties

  • Underwriter Covenants

  • Conditions to Closing

  • Indemnification by Company

  • Indemnification by Underwriters

  • Contribution Provisions

  • Lock-Up Agreements

  • Governing Law and Miscellaneous

What it handles

  • Header and Parties

  • Purchase and Sale of Firm Shares

  • Over-Allotment (Greenshoe) Option

  • Closing Details and Payment Terms

  • Company Representations and Warranties

  • Underwriter Covenants

  • Conditions to Closing

  • Indemnification by Company

  • Indemnification by Underwriters

  • Contribution Provisions

  • Lock-Up Agreements

  • Governing Law and Miscellaneous

Required documents

  • Company Information Sheet

    Corporate details including legal name, jurisdiction, capitalization, and offering structure

    PDF, DOCX, TXT

  • Offering Terms Sheet

    Securities type, number of shares, pricing, underwriting discount, and over-allotment details

    PDF, DOCX, XLSX

  • Registration Statement Details

    SEC file number, registration statement type, and filing status

    PDF, DOCX

Supporting documents

  • Selling Stockholder Information

    Details of selling stockholders and shares being sold by each

    PDF, DOCX, XLSX

  • Prior Underwriting Agreement

    Previous agreement for reference on preferred terms and structure

    PDF, DOCX

  • Underwriter List

    Names and allocation details for syndicate members

    PDF, DOCX, XLSX

  • Lock-Up Party List

    Directors, officers, and principal stockholders subject to lock-up restrictions

    PDF, DOCX, XLSX

Why teams use it

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

Ensure SEC compliance with built-in representations, warranties, and closing conditions

Automate greenshoe options, indemnification clauses, and contribution provisions

Maintain consistency across registration statements, prospectuses, and underwriting docs

Reduce risk of omitted provisions or non-standard terms in capital markets transactions

Questions

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

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.

Does the agreement include over-allotment (greenshoe) option 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.

Are the indemnification provisions compliant with SEC requirements?

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.

Can I customize the closing conditions and termination rights?

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.

How does CaseMark handle lock-up agreement provisions?

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.

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