Equity Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Equity Distribution Agreement

"Need an Equity Distribution Agreement for our NYSE-listed technology company to establish an ATM offering program of up to $200 million through Morgan Stanley, with the program starting March 2025 and including international sales provisions."

Document background
The Equity Distribution Agreement serves as a crucial instrument for public companies seeking to raise capital through controlled, periodic share sales. This agreement type gained prominence as companies sought more flexible alternatives to traditional follow-on offerings. Under U.S. securities laws, it enables issuers to sell shares directly into the market at current prices, typically through one or more distribution agents. The document establishes the framework for these sales, including compliance with SEC regulations, reporting requirements, and commission structures. It's particularly valuable for companies needing ongoing access to capital markets without the timing constraints and higher costs associated with traditional public offerings.
Suggested Sections

1. Parties: Identification of the company and the distribution agent(s)

2. Background: Context of the agreement and program objectives

3. Definitions: Key terms used throughout the agreement

4. Appointment and Authority: Terms of distributor appointment and scope of authority

5. Issuance and Sale: Terms governing the issuance and sale of securities

6. Compensation: Fee structure and payment terms

7. Representations and Warranties: Standard assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Termination: Conditions and process for ending the agreement

Optional Sections

1. Registration Statement Provisions: Required if securities will be registered with SEC - used for public offerings

2. International Sales Provisions: Regulations for non-US sales - used when distribution includes international markets

3. Lock-up Provisions: Restrictions on other securities sales - used when coordinating with other offerings

Suggested Schedules

1. Fee Schedule: Detailed breakdown of compensation structure

2. Form of Placement Notice: Template for issuing sales instructions

3. Authorized Personnel: List of authorized representatives for both parties

4. Required Regulatory Notices: Standard regulatory disclaimers and notices

5. Permitted Jurisdictions: List of approved sales territories

6. Form of Officers' Certificate: Template for periodic compliance certification

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Securities Act of 1933: Primary federal legislation governing securities registration and issuance requirements, particularly Section 5 regarding registration of securities offerings

Securities Exchange Act of 1934: Federal law governing secondary market trading, securities exchanges, and ongoing reporting requirements for public companies

Regulation D: SEC rules providing exemptions from registration requirements for private placement offerings, commonly used for non-public equity distributions

Rule 144: SEC rule governing resale restrictions on securities and requirements for selling restricted securities

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions for securities offerings within each state

Stock Exchange Rules: Listing requirements and trading regulations set by major exchanges like NYSE and NASDAQ that may affect equity distribution

State Corporate Laws: State-specific corporate laws governing corporate actions, including Delaware General Corporation Law for Delaware corporations

Investment Company Act of 1940: Federal legislation regulating investment companies and their activities in securities markets

Regulation FD: Fair Disclosure regulation requiring public companies to disseminate material information to all investors simultaneously

Regulation M: SEC regulation governing trading activities during securities distributions to prevent market manipulation

FINRA Rules: Regulatory requirements governing broker-dealer conduct and trading practices in securities markets

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, particularly Articles 8 and 9 regarding investment securities and secured transactions

Rule 10b-5: Key anti-fraud provision prohibiting deceptive practices in connection with securities trading

Internal Revenue Code: Federal tax laws and regulations affecting equity distributions and their tax implications for issuers and investors

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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