Check offer advertising and publicity against Securities Act section 5 and Regulation D
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List each proposed advertisement, post, script or meeting, the audience, and whether a registration statement has been filed. Write no advertisement.
- What the lawyer must review
- Section 5(c) of the Securities Act (15 U.S.C. § 77e(c)) makes it unlawful to use any means of interstate commerce or the mails to offer to sell or offer to buy a security, through a prospectus or otherwise, unless a registration statement has been filed as to that security, or while the registration statement is the subject of a refusal order or stop order or, before its effective date, any public proceeding or examination under 15 U.S.C. § 77h. Section 5(a) and (b) separately restrict a sale and the carrying of a prospectus that does not meet 15 U.S.C. § 77j. An emerging growth company, or a person authorised to act for it, may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as defined in 17 CFR § 230.144A and § 230.501(a), to determine whether those investors might have an interest in a contemplated offering, subject to § 77e(b)(2). For a Regulation D offering, Rule 502(c) prohibits the issuer and any person acting on its behalf from offering or selling by any form of general solicitation or general advertising, except as 17 CFR § 230.504(b)(1) or § 230.506(c) provides. The examples include an advertisement, article, notice or other communication published in a newspaper, magazine or similar media or broadcast over television or radio, and a seminar or meeting whose attendees were invited by general solicitation. A notice published in accordance with § 230.135c, or a Form D notice of sales filed with a good-faith and reasonable attempt to comply, is not general solicitation under the proviso in Rule 502(c). You decide whether a communication is an offer or general solicitation.
- 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.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- 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.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Regulation D private placement checklist | Checklist | AI use Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). |
Signed-in accounts can read the full text of each one. All precedents.