List who signed a registration statement against the section 11 categories
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List each person who signed, each director or partner the file names at filing, each person the file says is named with consent as about to become a director or partner, each expert the file says is named with consent, and each person the file calls an underwriter. Write no signature block and no capacity opinion.
- What the lawyer must review
- You decide who must sign and whether the issuer had corporate authority. State corporate law was not opened. Section 11 of the Securities Act (15 U.S.C. § 77k(a)) provides that if any part of the registration statement, when that part became effective, contained an untrue statement of a material fact or omitted a material fact required to be stated or necessary to make the statements not misleading, a person acquiring the security who did not know of the untruth or omission may sue every person who signed the registration statement; every person who was a director, or who performed similar functions, or a partner in the issuer at the time of the filing of that part; every person who, with consent, is named as being or about to become a director, a person performing similar functions, or a partner; every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by that person, who has with consent been named as having prepared or certified any part of the registration statement, or any report or valuation used in connection with it, with respect to that statement, report, or valuation; and every underwriter with respect to the security. The list matches names in the file to those categories. It does not decide authority under the law of the state of incorporation. ABA Formal Opinion 512 requires independent verification of the list.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- 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.