---
title: "Check offer advertising and publicity against Securities Act section 5 and Regulation D"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-offer-advertising-and-publicity-against-the-restrictions/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-K20261018-4-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check offer advertising and publicity against Securities Act section 5 and Regulation D

> List each proposed advertisement, post, script or meeting, the audience, and whether a registration statement has been filed. Write no advertisement.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-offer-advertising-and-publicity-against-the-restrictions/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 | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Check offer advertising and publicity against the restrictions](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-offer-advertising-and-publicity-against-the-restrictions.md) |

## Checking plan

- What the AI does: List each proposed advertisement, post, script or meeting, the audience, and whether a registration statement has been filed. Write no advertisement.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rules 135, 163 and 163A were not opened. Do not treat a communication as permitted by those rules on this check.
- Rule 502(c) names § 230.506(c) as an exception. Open that paragraph, including the accredited-investor verification conditions, before treating general solicitation as permitted.

## Sources

- [15 U.S.C. § 77e, prohibitions relating to interstate commerce and the mails (Securities Act § 5)](https://www.law.cornell.edu/uscode/text/15/77e) (checked 2026-10-22)
- [17 CFR § 230.502, general conditions to be met in Regulation D offerings](https://www.law.cornell.edu/cfr/text/17/230.502) (checked 2026-10-22)
- [15 U.S.C. § 77j, information required in a prospectus (Securities Act § 10)](https://www.law.cornell.edu/uscode/text/15/77j) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Regulation D private placement checklist](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist.md) | Checklist | Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). Purchaser limits, solicitation, resale and the conviction limb of the bad-actor rule are taken from the text that was read. |

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.*