---
title: "Record the disclosure decision for a development that may be material"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-disclosure-decision-record-for-a-market-sensitive-development/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-10-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Record the disclosure decision for a development that may be material

> 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.…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-disclosure-decision-record-for-a-market-sensitive-development/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| 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 | United States |
| Applies to | [Build the disclosure decision record for a market-sensitive development](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-disclosure-decision-record-for-a-market-sensitive-development.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The form states the filing period. Do not assume a four-business-day deadline without reading the current item. Rule 13a-11(c) lists items whose failure to file is not deemed a violation of 15 U.S.C. § 78j(b) and Rule 10b-5.
- Foreign private issuers required to furnish reports on Form 6-K are outside Rule 13a-11(b).

## Sources

- [17 CFR § 240.13a-11, current reports on Form 8-K](https://www.law.cornell.edu/cfr/text/17/240.13a-11) (checked 2026-10-22)
- [17 CFR § 249.308, Form 8-K, for current reports](https://www.law.cornell.edu/cfr/text/17/249.308) (checked 2026-10-22)
- [17 CFR § 243.100, Regulation FD general rule on selective disclosure](https://www.law.cornell.edu/cfr/text/17/243.100) (checked 2026-10-22)
- [17 CFR § 240.10b-5, employment of manipulative and deceptive devices](https://www.law.cornell.edu/cfr/text/17/240.10b-5) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [ASX announcement sign-off checklist (market sensitivity, verification, authorisation and release)](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/asx-announcement-sign-off-checklist.md) | Checklist | Yellow | A checklist for each ASX announcement: whether it is market sensitive under Listing Rule 3.1, verification of every statement against source documents, consistency with earlier disclosure,… |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*