Practice area

Capital Markets & Securities — ECM/DCM and Disclosure

Define the intended work in Capital Markets & Securities — ECM/DCM and Disclosure, confirm the applicable requirements and select a task to plan the necessary review.

Key facts

Tasks covered: 30
Tasks with a step-by-step checklist: 12
Local differences: 3 jurisdictions where this area changes

Jurisdiction

Tasks

GreenLawyer reviewYellowClose supervisionRedLawyer-led

Tasks in Capital Markets & Securities — ECM/DCM and Disclosure
Task	How AI is used	Human involvement	What the lawyer must review
Draft prospectus or offering-document sections and a verification notes tableStart this task See suggested levels	Draft named offer-document sections from the source files and build a verification-notes table of material statements that still lack a source.	YellowClose supervision	Trace every factual claim to a primary source Leave forward-looking statements and risk factors to the due-diligence committee
Draft prospectus sections and a verification table under Chapter 6DChecklist Start this task See suggested levels	Draft named offer-document sections from the source files and build a verification table of statements without a source, checking readability against ASIC RG 228.	YellowClose supervision	Trace every fact to a primary source Check ss 710–713, 715A and 716–728 on the Federal Register of Legislation Confirm forward-looking statements have reasonable grounds (s 728(1)(c)) Make risks company-specific Confirm s 713 is available Get DDC approval; note s 729 exposure
Draft an FMCA offer document and its verification listChecklist Start this task See suggested levels	Build a verification list of factual statements and financial figures from the draft.	YellowClose supervision	Draft the offer under the Financial Markets Conduct Act 2013; the FMA regulates Do not use Corporations Act Chapter 6D, a short-form prospectus or an ASIC RG
Draft a market-disclosure announcement and consistency checkStart this task See suggested levels	Draft and redraft the announcement wording with the lawyer, from the lawyer's facts brief and the lawyer's recorded materiality assessment. Do not originate any statement about a future matter: forecasts, guidance, accretion, funding and completion expectations are the company's and the lawyer's words, not the tool's. Then check every statement in the draft against prior announcements and prior guidance, the offer document and any cleansing or same-class notice given to the market operator, and list new claims, inconsistencies and figures that do not reconcile.	YellowClose supervision	Materiality and disclosure timing under the listing rules and the continuous-disclosure provisions are real-time legal judgments for the lawyer. Read the announcement as it will be released, word for word, and settle the final wording yourself. Verify every figure and factual statement against its source, and satisfy yourself separately that every statement about a future matter has reasonable grounds recorded on the file — there is no source document to check it against. Confirm nothing outruns what the company can substantiate or contradicts earlier disclosure. Nothing is released until the lawyer has settled the wording and the company's authorised officer has approved it; once released it cannot be withdrawn.
Draft an ASX announcement and consistency check against Listing Rule 3.1Checklist Start this task See suggested levels	Draft ASX announcement text from the facts brief and compare it with prior disclosure, listing new claims, inconsistencies and possible Listing Rule 3.1 triggers.	RedLawyer-led	Decide materiality and the LR 3.1A carve-outs yourself, in real time Confirm timing under ASX GN 8 Check the current fault element for ASIC civil penalty cases (ss 674–674A) Check insider-trading exposure and prior guidance
Draft an NZX announcement and check it against earlier disclosureChecklist Start this task See suggested levels	Extract the event and the current NZX announcement drafts on the file.	RedLawyer-led	Apply the FMCA and NZX rules to continuous disclosure Apply ASX Listing Rules only if the issuer is dual-listed and you have opened them separately
Run the due-diligence committee inquiry list against the fileStart this task See suggested levels	Map DDC questions to supplied answers and source documents, and list unanswered items, inconsistencies and statements in the offer document that lack a verification note.	YellowClose supervision	Source every verification note in a primary document Leave the decision that due diligence is complete to the committee
Draft or redline the underwriting or subscription agreementStart this task See suggested levels	Produce a first draft or issues list on conditions, termination events, indemnities, lock-up and settlement mechanics against the firm's precedent.	YellowClose supervision	Check termination and force majeure against the actual offer timetable Confirm indemnities and selling restrictions match the jurisdictions of distribution
Draft the information memorandum and investor presentation from source filesStart this task See suggested levels	Build a first-draft IM structure and slide outline from the provided financials, business description and risk list, and flag claims that have no source on the file.	YellowClose supervision	Trace every financial and business claim to a source Remove overstatement; it is a disclosure problem in every market
Draft a regulator relief or no-action request from the transaction factsStart this task See suggested levels	Draft a first-pass relief or no-action request from the transaction facts, listing the tests to address and every instrument cited for you to check.	YellowClose supervision	Verify every cited instrument on the regulator's current register Check instrument numbers; AI often invents them Do not lodge a generated application
Draft an ASIC relief or no-action request from the transaction factsChecklist Start this task See suggested levels	Draft a first-pass ASIC exemption or no-action request from the facts, listing the tests to address and every regulatory guide and instrument cited, to check.	YellowClose supervision	Verify each instrument, status and expiry on the ASIC website and legislation.gov.au Check instrument numbers; AI invents them Test the public-interest case against ASIC's current priorities Confirm lodgement procedure, timing and fees
Draft product-disclosure and distribution documents for a listed productStart this task See suggested levels	Produce first-draft product-disclosure and distribution documents from the product description, with a list of fee, risk and distribution points to confirm.	YellowClose supervision	Check statutory content, licence scope and distribution conditions yourself Check fees and review triggers; generic templates often get them wrong
Draft the TMD and PDS for a listed product against RG 274 or RG 228Checklist Start this task See suggested levels	Produce first-draft TMD and PDS documents from the product description, with a list of fee, risk and distribution points to confirm against RG 274 or RG 228.	YellowClose supervision	Check mandatory content (s 1013D PDS; s 994B TMD) Check the AFS licence scope Check DDO distribution conditions and review triggers (Part 7.8A) against actual channels Apply RG 274 (September 2024 update) Note Firstmac: $8 million DDO penalty (2025)
Draft wall-crossing, window and information-barrier protocols for the dealStart this task See suggested levels	From the deal timetable and insider list, draft wall-crossing scripts, a blackout calendar and an information-barrier memo for lawyer review.	RedLawyer-led	Decide yourself whether a person has inside information Treat the protocol as a process aid, not a clearance to trade
Draft wall-crossing, window and information-barrier protocols under ss 1042A–1043OChecklist Start this task See suggested levels	From the deal timetable and insider list, draft wall-crossing scripts, a blackout calendar and an information-barrier memo, with a summary of ss 1042A–1043O.	RedLawyer-led	Decide yourself, on the full facts, whether someone has inside information (s 1043A) Treat it as a criminal-law judgment; insider trading is an ASIC 2026 priority Have a senior practitioner review any training material
Map listing-rule issues: related-party, escrow and change of activitiesStart this task See suggested levels	From the transaction facts and the current listing rules on the file, table related-party, escrow and change-of-activities issues with rule cites to verify.	YellowClose supervision	Check every cited rule on the live exchange text Apply exceptions and escrow classifications to the specific facts
Map ASX Listing Rules issues: related-party, escrow and change of activitiesChecklist Start this task See suggested levels	From the facts and the current ASX Listing Rules on file, table Chapter 10 related-party, Chapter 11 change-of-activities and escrow issues with rule cites to verify.	YellowClose supervision	Verify each rule on the current ASX text Apply Chapter 10 thresholds and exceptions to the facts Check escrow against ASX GN 11 Check whether consulted changes (e.g. LR 17.5, 2025) are now in force Get separate advice for dual listings
Draft the due-diligence or reliance opinion from the verified fileStart this task See suggested levels	Build a structured opinion outline from the verified sources and the requested opinion scope, listing assumptions and qualifications to check.	RedLawyer-led	Rewrite the opinion as the signing partner Match assumptions, qualifications and the law stated to the verified file
Draft the due-diligence or reliance opinion with Australian market-practice qualificationsChecklist Start this task See suggested levels	Build an opinion outline from the verified sources and requested scope, listing Australian market-practice qualifications and assumptions to check.	RedLawyer-led	Have an admitted Australian practitioner verify every statement of law and fact Confirm the due diligence supports the conclusions Get foreign counsel for foreign law (US Securities Act, Hong Kong SFO, UK FSMA)
Extract selling restrictions and transfer limits from the offer documentsStart this task See suggested levels	Table jurisdiction-by-jurisdiction selling restrictions, legend language and lock-up/escrow terms with clause references.	GreenLawyer review	Confirm the restrictions match the actual distribution plan Confirm them against current local law advice
Calculate the placement capacity left under Listing Rules 7.1 and 7.1AStart this task See suggested levels	Populate the capacity working from the share movement history and a prior-issue list the lawyer has already classified by exception, showing every input, the arithmetic and the securities still issuable under each limit.	GreenLawyer review	The lawyer classifies each prior issue and the exception it falls in, confirms variable A against the register, and approves the final number before it is used to size the offer.
Build the investor eligibility record for an offer made without disclosureStart this task See suggested levels	Draft the eligibility schedule from the allocation list and the evidence folder against the exemption the lawyer has selected for each investor, and list every missing certificate, expired confirmation and investor offered before the evidence was held.	GreenLawyer review	The lawyer selects the exemption for each investor, tests the evidence against the provision relied on, and confirms no offer preceded the evidence before any allocation is confirmed.
Prepare the Appendix 3B and Appendix 2A lodgement data for an issue of securitiesStart this task See suggested levels	Populate the prescribed form fields from the board resolution, the register and the offer timetable, carry through the capacity figures already settled, and flag any field with no source document behind it.	GreenLawyer review	The lawyer checks every figure against the resolution and register, confirms which notification rule and deadline applies, and reads the Appendix 2A warranties — including the on-sale warranty — against the facts before lodgement.
Check the notice of meeting against the listing-rule information requirementsStart this task See suggested levels	Compare the lawyer's draft notice against the information items the applicable rule prescribes for each resolution and list what is absent, inconsistent with the deal documents or unsupported by them.	GreenLawyer review	The lawyer settles which rule each resolution engages, drafts the notice and the voting exclusion statements, and resolves every gap the table raises before the notice is lodged.
Build the restricted securities schedule and populate the ASX restriction deedsStart this task See suggested levels	Extract each holder's acquisition date, consideration and class from the register and subscription documents into the schedule, and fill the party, date and security details in the ASX standard-form deed or notice. It does not alter the ASX form and does not assign the escrow category.	GreenLawyer review	The lawyer assigns the escrow category and period for every holder, identifies the controllers who must also sign, and checks each schedule line against the underlying subscription document before the application goes to ASX.
Build the issuer capacity and authorisation record for a note or hybrid issueStart this task See suggested levels	Extract the borrowing, guarantee and execution powers and limits from the constituting documents, resolutions and approvals into the authority schedule, and list every authorisation still outstanding for the update or tranche.	GreenLawyer review	The lawyer decides what power and approvals the issue actually requires, reads each instrument in full rather than the extract, and resolves every gap before any opinion or officer's certificate is given.
Prepare the cleansing notice and the excluded-information recordStart this task See suggested levels	Assemble the conditions record — continuous quotation period, days of suspension, disclosure compliance — and work with the lawyer on the notice wording. It does not decide whether there is excluded information.	YellowClose supervision	The lawyer determines whether any excluded information exists, tests each condition against the facts and the current form of the provision relied on, and approves the notice before it is released.
Prepare a substantial holding notice and the relevant-interest traceStart this task See suggested levels	Build the movement and voting power table from the trade and holding records, identify the agreements that must be annexed, and help the lawyer describe the nature of each relevant interest in the notice.	YellowClose supervision	The lawyer determines the relevant interests, the associates and the date of awareness, confirms the currently prescribed form of notice, and lodges within the statutory period.
Prepare the employee incentive offer document and its cap recordStart this task See suggested levels	Draft the offer document sections from the plan rules and the board's approved grant terms under the lawyer's direction, and build the issue cap calculation from the entity's grant and issue history.	YellowClose supervision	The lawyer confirms the regime and relief relied on, tests each condition, checks the cap calculation against the constitution's specified cap, and approves the document before it goes to participants.
Build the disclosure decision record for a market-sensitive developmentStart this task See suggested levels	Index the emails, board papers and file notes into a who-knew-what-when chronology, extract the material bearing on each limb of the confidentiality carve-out, and list the points in the record that have no source. It writes no part of the decision, the reasoning or any announcement.	RedLawyer-led	The lawyer and the disclosure committee decide whether the information is market sensitive, whether the carve-out still applies and what is announced, and write the record themselves.
Answer an ASX price or volume queryStart this task See suggested levels	Assemble the trading, announcement and internal knowledge timeline for the period queried, index the material behind each question, and compare the lawyer's draft answer against that record to show any statement with no source. It drafts no part of the response.	RedLawyer-led	The lawyer makes the enquiries of the officers, decides what the entity is and is not aware of, and writes the answers; the board or authorised officer approves the release.
Review AI-capability claims in a prospectus or investor deckChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Flag AI statements needing verification ("AI washing").	YellowClose supervision	Due-diligence committee verifies each claim.
Advise a board on privilege risk from directors' AI useChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Draft board guidance on putting legal advice into AI tools.	YellowClose supervision	Lawyer settles privilege analysis.
Build an AI-disclosure verification scheduleChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	List each AI statement with source document and verifier.	YellowClose supervision	Verification by responsible officer.
Prepare an AI risk-factor section for an offer documentChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Draft risk factors from the issuer's AI use.	YellowClose supervision	Lawyer and issuer confirm accuracy.
Summarise precedent ASX announcements for draftingChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Pull comparable announcements into a precedent table.	GreenLawyer review	Check each against ASX platform.
Review fundraising documents for "AI-washing" disclosure riskStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Flag AI capability claims that need verification.	YellowClose supervision	Lawyer assesses misleading-disclosure risk.
Assess continuous-disclosure risk from algorithmic trading reactionsStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Map AI-driven market reactions to disclosure policy.	YellowClose supervision	Lawyer advises.
Draft board minutes with privilege-safe AI note-taking guidanceStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Draft protocol for AI note-takers at board meetings.	GreenLawyer review	GC approves.

Firm-wide obligations

Firm-wide obligations
Obligation	What it covers
Trust accounting & handling client money	Checks that apply across files.
Costs, billing & litigation funding	Checks that apply across files.
Client-facing & access-to-justice AI tools	Checks that apply across files.
Incoming evidence — deepfakes & synthetic documents	Checks that apply across files.
AI decision systems	Checks that apply across files.
Confidentiality & client information	Checks that apply across files.
AML/CTF — the practice as a reporting entity	Checks that apply across files.

What changes in Australia

What changes in Australia
Topic	What changes
Law	Offers and ongoing disclosure are governed by the Corporations Act 2001 (Cth), the ASX Listing Rules and ASIC regulatory guides.
Liability	Wrong statutory references, materiality thresholds or missed disclosure triggers expose issuers, underwriters, advisers and lawyers to liability under ss 728–731, ASIC enforcement and class actions.
Privilege	Routing privileged advice through an external AI tool may waive privilege.
Confidentiality	ASCR r 9 applies as soon as deal information is entered into an AI system the firm does not control.

What changes in New Zealand

Known here as: Capital markets and securities (FMCA / FMA / NZX)

What changes in New Zealand
Topic	What changes
Offers and disclosure	Financial Markets Conduct Act 2013 and the Financial Markets Authority govern offers, continuous disclosure for listed issuers and most capital-markets licences.
Listing	NZX under NZX rules approved under the FMCA, not the ASX Listing Rules.
Takeovers	The Takeovers Panel administers the Takeovers Act 1993 for listed companies.
Not Australian law	Chapter 6D prospectus and PDS language from the Corporations Act does not apply.
Limits on AI assistance	Do not use ASX Listing Rule numbers or ASIC regulatory-guide citations in a New Zealand offer document.

What changes in United States

Known here as: Capital markets and securities — ECM/DCM and disclosure

What changes in United States
Topic	What changes
Governing law	Securities Act of 1933, Exchange Act of 1934, Advisers Act and SEC rules replace ASIC/ASX continuous-disclosure machinery.
AI washing	In March 2024 the SEC settled charges against two advisers for false statements about their AI use, with penalties of $225,000 and $175,000.
AI claims	Any description of an issuer's or adviser's AI capability in a filing, marketing piece or Form ADV must be true.
Limits on AI assistance	Do not file or publish an AI-capability claim you have not verified against the client's actual systems.

Precedents for this area

Continuous disclosure policy and disclosure committee charter (Policy, AI use Yellow). Board-approved continuous disclosure policy for an ASX-listed entity, with a disclosure committee charter and a disclosure decision record. It covers LR 3.1 to 3.1B, ss 674 and 674A, leaks, analyst briefings and use of AI tools.
Trading halt request letter to ASX (Letter, AI use Red). Request to ASX for a trading halt under Listing Rule 17.1 covering each matter the rule requires, with a voluntary suspension variant and a run sheet for the decision and lodgement.
Due diligence planning memorandum and verification protocol for a prospectus (Memo, AI use Yellow). Memo establishing the due diligence committee, scope, materiality thresholds, inquiry process, expert and director sign-offs, and verification protocol for an Australian prospectus, so the s 731 and s 733 defences can be evidenced.
Checklist for AI-assisted verification of offer and disclosure documents (Checklist, AI use Yellow). Step-by-step controls for using an AI tool to match statements in a prospectus or other disclosure document to source material, so that AI speeds verification without weakening the due diligence defence.
Securities trading policy (closed periods, clearance, exceptions) (Policy, AI use Green). ASX-compliant securities trading policy covering every matter Listing Rule 12.12 requires, plus insider trading, hedging, margin loans, director notifications and trading plans, with a clearance request form.
Review checklist for AI-related statements in disclosure documents and annual reports ('AI washing') (Checklist, AI use Yellow). Checklist for testing every statement an issuer makes about its use of AI against evidence, covering capability, performance, revenue, governance and risk-factor claims, with the Australian misleading conduct tests and a US enforcement example.

All precedents for Capital Markets & Securities — ECM/DCM and Disclosure. Signed-in accounts can read the full text.

Related jurisdictions

Australia New Zealand United States