Prepare the underwriting or subscription agreement from the verified offering terms
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- List differences between the draft agreement and the registration statement or the private-placement terms, including price, the persons named as underwriters, and any resale legend. Write no sentence of the agreement.
- What the lawyer must review
- You write every sentence of the agreement. In a registered offering, every underwriter with respect to the security may be sued under 15 U.S.C. § 77k(a)(5) if a 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. Section 77k(d) does not move that effective date for liability under subsection (a). If a person becomes an underwriter after the part has become effective, subsection (d) treats the part as having become effective as to that person when the person became an underwriter only for the reasonable-investigation defence in § 77k(b)(3). Except as § 230.504(b)(1) provides, 17 CFR § 230.502(d) gives securities acquired in a Regulation D transaction the status of securities acquired under section 4(a)(2) of the Securities Act, so they cannot be resold without registration or an exemption, and the issuer must exercise reasonable care that the purchasers are not underwriters. Reasonable care may be shown by inquiry into whether the purchaser is acquiring the securities for himself or for other persons, written disclosure before sale that the securities have not been registered and cannot be resold unless they are registered or an exemption is available, and a legend on the certificate or other document. Those steps are not the only way to show care. ABA Formal Opinion 512 requires independent verification of generated output.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Supporting preparation only. Limit any support to organising, indexing or comparing the source material. Confirm the tool’s capability and permitted scope. The tool writes nothing into the document. Substantive advice, judgement and any restricted content remain with the responsible human. |
| Lawyer | Perform the substantive analysis and decisions. Independently check any permitted supporting work and approve the exact output for its intended use. |
Checklist
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- 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.