Build a verification table for a Securities Act registration statement and prospectus
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Extract each factual claim in the draft registration statement or prospectus into a table with the source document, the page, and whether the file supports it. Write no sentence of the filing.
- What the lawyer must review
- Section 5 of the Securities Act (15 U.S.C. § 77e) prohibits the sale of an unregistered security and the use of a prospectus that does not meet 15 U.S.C. § 77j. Section 11 (15 U.S.C. § 77k) imposes liability if any 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. Signers, directors, named experts and underwriters are among those who may be sued. The non-expert due-diligence defence in § 77k(b)(3) requires a reasonable investigation and a reasonable ground to believe the statements were true. You write every sentence that is filed and you open each source. ABA Formal Opinion 512: uncritical reliance on generated output can breach Model Rule 1.1.
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes extracting and organising information and preparing preliminary structure or wording. Confirm 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
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Check the specialist’s assumptions, qualifications and limits. Obtain the relevant expert or specialist review before relying on a technical conclusion.
- 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.
- 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.