---
title: "Prepare the underwriting or subscription agreement from the verified offering terms"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-or-redline-the-underwriting-or-subscription-agreement/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R4-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare the underwriting or subscription agreement from the verified offering terms

> 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.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-or-redline-the-underwriting-or-subscription-agreement/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| 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 | United States |
| Applies to | [Draft or redline the underwriting or subscription agreement](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-or-redline-the-underwriting-or-subscription-agreement.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rule 502(d) excepts a transaction described in 17 CFR § 230.504(b)(1). Open that paragraph before treating every Regulation D security as restricted.
- Do not copy an Australian underwriting agreement into a Securities Act transaction.

## Sources

- [15 U.S.C. § 77k, civil liabilities on account of a false registration statement (Securities Act § 11)](https://www.law.cornell.edu/uscode/text/15/77k) (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)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*