Prepare a due-diligence or reliance opinion from the verified file
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- Index the facts the file supports, the facts it does not support, and the questions the opinion is asked to answer. Write no sentence of the opinion.
- What the lawyer must review
- You write and sign the opinion. 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. An expert who consented to be named as having prepared or certified a part, report or valuation is liable with respect to that statement (§ 77k(a)(4)). A person who is not an expert, and who relies on the defence in § 77k(b)(3), must have made a reasonable investigation and had reasonable ground to believe the statements were true. Section 77k(c) uses the prudent-man standard. A prospectus that is used must meet 15 U.S.C. § 77j. ABA Formal Opinion 512 warns that generative tools can produce plausible statements that are not true, and that even an unintentional misstatement can be a misrepresentation under Model Rule 8.4(c). You do not state that anyone may rely on the opinion until you have set the addressee and the limit on reliance.
- Written for / version
- United States versionUSAU
Who does what
| Role | What they do |
|---|---|
| Assistance | Supporting preparation only. Potential support includes extracting and organising information. 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
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the specialist’s assumptions, qualifications and limits. Obtain the relevant expert or specialist review before relying on a technical conclusion.
- 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.