Build the source table for a Rule 506 private-placement memorandum and investor presentation
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Map each slide or memorandum statement to a source in the data room and flag a statement with no source. Write no offering sentence.
- What the lawyer must review
- Rule 506(b) (17 CFR § 230.506(b)) requires offers and sales to satisfy Rules 501 and 502. Purchasers are limited to 35 in any 90-calendar-day period, counted as Rule 501(e) provides. Each purchaser who is not an accredited investor must, alone or with a purchaser representative, have the knowledge and experience to evaluate the merits and risks, or the issuer must reasonably believe that immediately before the sale. If any purchaser is not accredited, Rule 502(b) requires the specified information a reasonable time before sale, a chance to ask questions, and written disclosure of resale limits. Rule 502(c) prohibits general solicitation or general advertising except as provided for Rule 506(c). Rule 506(c) requires every purchaser to be an accredited investor and the issuer to take reasonable steps to verify that status; its sales must satisfy Rules 501 and 502(a) and (d), not the Rule 502(c) manner-of-offering limit. Rule 506(d) can remove the exemption for covered bad-actor events, and Rule 506(e) requires written disclosure of pre-23 September 2013 events that would have been disqualifying. You write the memorandum and the slides.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review. 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
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- 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.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Regulation D private placement checklist | Checklist | AI use Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). |
| SEC Form D notice of an exempt offering | Form | AI use Yellow | Link to SEC Form D, the notice of an exempt offering under Rule 504 or 506 of Regulation D, or section 4(a)(5). |
Signed-in accounts can read the full text of each one. All precedents.