Check incorporation by reference into a Securities Act filing

Key facts

Human involvement

Yellow · Close supervision

How AI is used

The tool checks whether prospectus incorporation is permitted by Rule 411 or by the form, whether a required summary incorporates particular items of an exhibit and is qualified by that reference, whether financial statements incorporate information outside the financial statements, whether comparative periods include the entire period, whether a modification since filing is filed with its date, whether an active EDGAR hyperlink is included when the information is on EDGAR, and whether the statement identifies the document and the location of the information. It does not write the prospectus sentence.

What the lawyer must review

17 CFR § 230.411 and 17 CFR § 240.12b-23. Rule 411(a) provides that, except as provided by that section, by Item 1100(c) of Regulation AB for registered offerings of asset-backed securities, or unless otherwise provided in the appropriate form, information must not be incorporated by reference into the prospectus. Where a summary or outline is required, it may incorporate particular items, sections, or paragraphs of any exhibit and may be qualified in its entirety by that reference. In any financial statements, incorporating by reference, or cross-referencing, to information outside the financial statements is not permitted unless otherwise specifically permitted or required by the Commission's rules or by U.S. GAAP or IFRS as issued by the IASB, whichever applies. Rule 411(b) permits incorporation in answer to an item that calls for information not required in a prospectus. Financial information required in comparative form for two or more fiscal years or periods must not be incorporated unless the information includes the entire period. Rule 411(c) permits a document filed with the Commission to be incorporated as an exhibit. If any modification has occurred in the text since filing, the registrant must file with the reference a statement containing the text of the modification and the date of it. Rule 411(d) requires an active hyperlink to information incorporated into a registration statement or prospectus if the information is publicly available on EDGAR at the time of filing. Rule 411(e) requires an express statement clearly describing the specific location of the information, identifying the document where it was originally filed or submitted and the location within that document, at the particular place where the information is required. Information must not be incorporated where the incorporation would render the disclosure incomplete, unclear, or confusing, including, unless expressly permitted, incorporation from a second document that itself incorporates the pertinent information from a third document. Rule 12b-23 is the Exchange Act rule on incorporation by reference into a statement or report, including the same style of modification, hyperlink, and identification conditions in the text that was opened. The lawyer decides whether the incorporation is permitted.

Written for / version

United States versionUS