Record the disclosure decision for a development that may be material
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- List the facts, whether the file shows each fact is already public, and whether the draft treats the disclosure as intentional or non-intentional under Regulation FD. Write no sentence of the decision record or of any Form 8-K.
- What the lawyer must review
- You write the decision and any report that is filed. Rule 13a-11 (17 CFR § 240.13a-11) requires a registrant subject to Rule 13a-1 to file a current report on Form 8-K within the period specified in that form, unless substantially the same information has already been reported. Form 8-K (17 CFR § 249.308) is the form for current reports under Rules 13a-11 and 15d-11 and for Regulation FD. Regulation FD (17 CFR § 243.100) requires public disclosure when material nonpublic information about the issuer or its securities is disclosed to a person described in paragraph (b): simultaneously if the disclosure is intentional, and promptly if it is not. Paragraph (b)(1) includes a broker or dealer, specified investment advisers and investment companies, and a holder of the issuer's securities under circumstances in which it is reasonably foreseeable that the person will purchase or sell on the basis of the information. Paragraph (b)(2) excepts a person who owes a duty of trust or confidence to the issuer, a person who expressly agrees to keep the information confidential, and specified disclosures in a registered offering. Rule 10b-5 (17 CFR § 240.10b-5) prohibits an untrue statement of a material fact, or a misleading omission, in connection with the purchase or sale of any security. You decide materiality and whether a filing is required.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Supporting preparation only. Limit any support to organising, indexing or comparing the source material. Confirm the tool’s capability and permitted scope. The tool writes nothing into the document. Substantive advice, judgement and any restricted content remain with the responsible human. |
| Lawyer | Perform the substantive analysis and decisions. Independently check any permitted supporting work and approve the exact output for its intended use. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm that the actual tool, feature and processing terms permit use of this information, including access, retention, training and disclosure conditions.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.