# Draft Underwriting Agreement > Firm-commitment underwriting agreement drafting for an IPO where the baseline populates economic terms but omits deal-specific provisions required by the transaction structure and source documents, and does not produce the companion issues memo. - Skill: `finchipaiorg/draft-underwriting-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-underwriting-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-underwriting-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-underwriting-agreement --- # Skill: Draft Underwriting Agreement for IPO ## 1. Subject-matter triage - Treat the underwriting agreement as the primary deliverable and the issues memorandum as secondary; complete the agreement first, then prepare the memo from the finished document set. - Confirm whether the offering includes only primary shares, any secondary/selling securityholder component, an over-allotment option, lock-up letters, exchange listing approval, or other transaction-specific mechanics before drafting. - If the source set contains one seller group only, say so explicitly; if multiple seller groups or periods exist, enumerate them before comparing terms. ## 2. Failure modes the skill is correcting - Baseline drafting populates headline economics but omits deal-specific structural provisions required by the transaction documents, including selling securityholder arrangements, lock-up mechanics, and issuer-specific representations. - Baseline drafting leaves closing conditions generic instead of tying each condition to the specific deliverables, certificates, approvals, and legal opinions required for the offering. - Baseline drafting fails to align the underwriting agreement with the registration statement, term sheet, lock-up letters, comfort letter package, and listing materials, creating inconsistencies that later block execution. - Baseline drafting does not produce the companion issues memorandum identifying cross-document discrepancies, unresolved points, and execution risks before signature. ## 3. Legal frameworks / domain conventions that apply - Draft the agreement as a firm-commitment IPO underwriting contract under the ordinary capital-markets convention for public offerings, with the operative terms keyed to the final prospectus and execution version of the registration statement. - Include the market-conduct provisions customarily used in IPO underwriting agreements, including restrictions on stabilization, purchases that could distort the market, and other distribution-related conduct governed by applicable securities law and underwriting practice. - Use the securities-law disclosure framework consistently: underwriting representations must track the filed disclosure record, and any post-signing disclosure change should be treated as a potential amendment or bringdown issue. - If the securities are to list on an exchange or market, include a listing representation and a closing condition that the relevant approval remains effective through closing. - If a comfort letter is required, require an initial letter and a closing bringdown letter covering the negative-assurance period through the closing date. - For selling securityholders, preserve the customary asymmetry: their representations and indemnities should be limited to the information they furnish about themselves and should not assume issuer-level disclosure responsibility. - If the transaction includes lock-up agreements, make the lock-up covenant, duration, extension mechanics, and release mechanics internally consistent across the underwriting agreement and the ancillary lock-up letters. - For overallotment mechanics, specify the option grant, exercise period, source of shares, and per-share economics precisely enough to operate without external assumptions. ## 4. Analytical scaffolds - Start from the term sheet and source documents, then populate the agreement with all operative economics: primary and secondary share counts, pricing mechanics, underwriting discount, option size, option period, and any allocation between company and selling holders. - Draft representations and warranties against the disclosure record, but only include company-specific reps that are supported by the source documents and transaction structure. - Draft selling securityholder provisions only for the shares and statements attributable to those holders, and segregate them from company representations and company indemnity obligations. - Build closing conditions as a document checklist: legal opinions, comfort letters, good standing, officer certificates, exchange approvals, lock-up confirmations, and any regulatory or corporate approvals identified in the source set. - Compare the agreement against each operative source document and flag every mismatch in economics, party roles, definitions, timing, conditions, and ancillary letter terms. - For the issues memorandum, record each issue with a severity label using a fixed ordinal scale stated at the top, then explain the discrepancy, the controlling source, the affected provision, and the recommended fix. - When an issue depends on multiple parties, periods, or alternative terms, break it out by item rather than collapsing it into a single generalized observation. - For each legal proposition used in the drafting or memo, anchor the proposition to the relevant authority or standard that supports the drafting choice, including the governing securities-law rule, market-practice convention, or document-specific instruction reflected in the source set. ## 5. Vertical / structural / temporal relationships - Treat the registration statement, preliminary prospectus, final prospectus, term sheet, underwriting agreement, comfort letter, opinions, officer certificates, and lock-up letters as a single coordinated package; a mismatch in one can render another inaccurate or unenforceable. - Draft representations to match the disclosure state at signing, and draft bringdown mechanics to address changes between signing and closing. - Sequence the operative timing provisions so that pricing, allocation, signing, mailing/final prospectus delivery, option exercise, and closing each have a clear trigger and relationship to the others. - Make sure any automatic extension or early release of lock-up restrictions is harmonized across all documents that mention transfer restrictions. ## 6. Output structure conventions - Produce two DOCX-ready documents: the underwriting agreement first, then the issues memorandum. - The underwriting agreement should read as a complete execution version with conventional article structure, defined terms, parties, recitals, operative covenants, conditions, indemnification, contribution, termination, and miscellaneous provisions; do not leave blanks or placeholder text. - Do not rely on commentary in lieu of operative drafting; the agreement must contain the actual contractual language needed to sign. - The issues memorandum should be a practical closing memo, not a narrative summary: define the severity scale once, then provide numbered entries that identify the discrepancy or open item, the controlling source, the impacted provision, the downstream consequence, and the recommended resolution. - End the memo with a concise Recommended Actions section that assigns each action to the appropriate role and ties it to the signing, pricing, closing, or filing milestone. - Before finalizing, verify by name that `underwriting-agreement.docx` and `issues-memorandum.docx` are both populated with substantive content, not merely descriptions of the deliverables.