Top 10 Practice Tips: Negotiating an Underwriting Agreement

Summary

In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders towards the end of the offering process, when the parties are prepared to the terms of the offering. Therefore, the underwriting agreement sets forth the terms and conditions pursuant to which the underwriters will purchase the offered securities and distribute them to the public. Both the issuer's and underwriters' legal counsel play critical roles in negotiating key provisions of the underwriting agreement that have significant effects on the offering. Below are 10 practice tips to consider when drafting and negotiating an underwriting agreement.