---
title: "Build a verification table for a Securities Act registration statement and prospectus"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-prospectus-or-offering-document-sections-and-a-verification-notes/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R1-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build a verification table for a Securities Act registration statement and prospectus

> 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.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-prospectus-or-offering-document-sections-and-a-verification-notes/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 | 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. |
| Written for | United States |
| Applies to | [Draft prospectus or offering-document sections and a verification notes table](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-prospectus-or-offering-document-sections-and-a-verification-notes.md) |

## Checking plan

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

## Notes

- A prospectus used more than nine months after effectiveness must carry information as of a date not more than sixteen months before that use, so far as the user knows it or can furnish it without unreasonable effort (15 U.S.C. § 77j(a)(3)).
- Do not treat an Australian prospectus verification as a Securities Act § 11 investigation.

## 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)
- [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)
- [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)
- [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.*