Facilitator Guide

Underwriting Agreements

Facilitator Guide

Underwriting Agreements

Topic: Securities Offerings
Duration: 1 hr
Format: Remote or in person

What’s covered

Role of underwriters in a securities offering
Main business terms of an underwriting agreement
Timing and process
Main provisions of an underwriting agreement, including reps & warranties, underwriting obligations, and lockups

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/underwriting-agreements/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

Underwriting Agreements

The Underwriting Agreement contains the main business terms of the deal between the issuer and the underwriters. This course provides a walkthrough of a typical Underwriting Agreement, using an example from Blue Apron's IPO, with explanations of its main provisions.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What does the underwriter do in a securities offering?
What advantages does a syndicate have over a single underwriter?
What are some of the key business terms in an underwriting agreement?
What are the timing constraints for drafting and finalizing an underwriting agreement?
What are some examples of reps and warranties included in an underwriting agreement?
What’s a lockup provision?
What’s the typical scope of the indemnification provision and why is it important?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Securities Offerings topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.