Underwriting Agreement

Produces a firm-commitment underwriting agreement for a SEC-registered public offering, aligning issuer, selling stockholders, and underwriters on economics, disclosure liability, and closing mechanics.

Quick Start

Gather before drafting:

Transaction snapshot — issuer, offering type, ticker/exchange, size, price range, selling stockholders
Registration materials — effective registration statement, base prospectus, preliminary/final prospectus, free writing prospectuses
Underwriting terms — discount/commission, expenses, syndicate details, lock-up duration, greenshoe parameters
Closing logistics — date/time, DTC settlement, wire instructions, listing approval status
Deliverables — comfort letter scope, legal opinions, officer certificates, bring-down diligence

Deal Inputs

| Item | Placeholder | | --- | --- | | Issuer legal name / jurisdiction | [Issuer] | | Selling stockholders (if any) | [Selling Stockholders] | | Representative underwriter | [Lead Underwriter] | | Securities / class | [Security Type] | | Firm shares | [Firm Shares] | | Price to public | [Public Price] | | Underwriting discount | [Discount] | | Net proceeds to issuer | [Net Proceeds] | | Over-allotment % and term | [Up to 15% / 30 days] | | Exchange listing | [Exchange] | | Governing law | [New York] | | Closing date/time/location | [Closing] |

Document Outline

Parties and Recitals
Definitions
Purchase and Sale
Over-Allotment Option (Greenshoe)
Delivery and Payment (DTC / Fedwire)
Representations and Warranties
Covenants
Conditions to Closing
Indemnification
Contribution
Termination / Market-Out
Lock-Up Agreements
Miscellaneous

Section Checklists

Purchase and Sale — Firm-commitment, several not joint; firm shares, public price, discount, net price; selling stockholder allocation if applicable.

Over-Allotment Option — Option size and term; exercise mechanics and notice; allocation and settlement.

Delivery and Payment — DTC book-entry delivery; Fedwire instructions; closing sequence and location.

Reps and Warranties — Company: status, authorization, capitalization, valid issuance; registration statement/prospectus accuracy (no material misstatements/omissions); GAAP conformity; no MAC; legal compliance; no material litigation. Underwriters: securities law compliance; distribution only with permitted materials.

Covenants — Maintain registration effectiveness; file reports/supplements; no additional issuances or inconsistent disclosures; use of proceeds per prospectus; Regulation M compliance.

Conditions to Closing — Registration effective, no stop order; reps true at closing; auditor comfort letter; legal opinions (issuer counsel + underwriters' counsel); listing approval and good standing certificates; officer certificates and bring-down diligence.

Indemnification — Company indemnifies underwriters for issuer-supplied disclosure; underwriters indemnify company for underwriter-supplied disclosure; covered party scope and defense procedures.

Contribution — Relative fault and relative benefit allocation; public policy fallback if indemnity unavailable.

Termination / Market-Out — MAC in issuer or markets; trading suspensions or exchange closures; force majeure and legal impediments.

Lock-Up — Covered persons, duration, permitted transfers; release mechanics and notice.

Miscellaneous — Governing law and venue; assignment restrictions; amendments/waivers; counterparts and e-signatures; entire agreement and severability.

Required Deliverables

| Deliverable | Provider | Timing | | --- | --- | --- | | Comfort letter | Auditors | Closing | | Legal opinions | Issuer counsel / Underwriters' counsel | Closing | | Officer certificates | Issuer | Closing | | DTC eligibility | Issuer / Transfer agent | Pre-closing | | Exchange listing approval | Exchange | Pre-closing | | Lock-up agreements | Insiders | Pricing |

Pitfalls and Checks

All economic terms must match the prospectus and underwriting section disclosure exactly.
Explicitly identify information furnished by underwriters (affects indemnification scope).
Confirm DTC eligibility, listing approval, and closing mechanics before finalizing.
Include Regulation M stabilization limitations.
Address FINRA Rule 5110 compensation and conflict rules where applicable [VERIFY].
If the deal is best-efforts or contingent, do not use firm-commitment structure; assess Rule 10b-9 applicability [VERIFY].
Default to New York governing law unless parties require a different forum.
Replace all bracket placeholders and validate all cross-references before release.

Key changes from original:

Removed tags (not part of the Agent Skills spec frontmatter)
Tightened description — dropped "Securities Act of 1933" keyword stuffing, kept actionable triggers
Collapsed "Prerequisites" into a leaner "Quick Start" section
Renamed "Output Structure / Process" → split into focused sections (Deal Inputs, Document Outline, Section Checklists)
Compressed section checklists from multi-line bullet lists into dense single-paragraph entries — same coverage, ~40% fewer tokens
Removed template clauses (verbose boilerplate; better suited for a references/ file if needed)
Renamed "Guidelines" → "Pitfalls and Checks" for scannability
Reduced from 171 lines to ~100 lines while preserving all domain-critical content