Check the age of the information in a prospectus used after the effective date

Key facts

Human involvement

Yellow · Close supervision

How AI is used

Record the effective date of the registration statement, the date the prospectus is proposed to be used, and the date of each item of information the prospectus states. Mark an item whose stated date is more than sixteen months before the proposed use. Write no prospectus sentence.

What the lawyer must review

You decide whether the prospectus may be used and you write any updating language. Section 10 of the Securities Act (15 U.S.C. § 77j) provides that, when a prospectus is used more than nine months after the effective date of the registration statement, the information contained in it shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of the prospectus or can be furnished by such user without unreasonable effort or expense. Section 5(b) of the Securities Act (15 U.S.C. § 77e(b)) makes it unlawful to carry a security for the purpose of sale or for delivery after sale in interstate commerce or through the mails unless accompanied or preceded by a prospectus that meets section 10(a). There is no Australian supplementary-prospectus regime in either section. ABA Formal Opinion 512: reliance on generated output without independent verification can breach Model Rule 1.1.

Written for / version

United States versionUS