---
title: "Build the source table for a Rule 506 private-placement memorandum and investor presentation"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-information-memorandum-and-investor-presentation-from-source-f/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R5-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build the source table for a Rule 506 private-placement memorandum and investor presentation

> Map each slide or memorandum statement to a source in the data room and flag a statement with no source. Write no offering sentence.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-information-memorandum-and-investor-presentation-from-source-f/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 | 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 | United States |
| Applies to | [Draft the information memorandum and investor presentation from source files](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-information-memorandum-and-investor-presentation-from-source-f.md) |

## Checking plan

- What the AI does: Map each slide or memorandum statement to a source in the data room and flag a statement with no source. Write no offering sentence.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rule 501(e), which sets how purchasers are counted, was not opened for this check. Open it before treating any person as not counting toward the 35.
- Rule 506(c)(2)(ii) lists non-exclusive verification methods, including IRS forms for income and documents dated within the prior three months for net worth, plus a written representation. The issuer must not know the person is not accredited.
- Anti-fraud still applies. Rule 502(b) note: when information is given to non-accredited investors, consider giving it to accredited investors as well.

## Sources

- [17 CFR § 230.506, exemption for limited offers and sales](https://www.law.cornell.edu/cfr/text/17/230.506) (checked 2026-10-22)
- [17 CFR § 230.502, information requirements, manner of offering and resale limits](https://www.law.cornell.edu/cfr/text/17/230.502) (checked 2026-10-22)
- [17 CFR § 240.10b-5](https://www.law.cornell.edu/cfr/text/17/240.10b-5) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Regulation D private placement checklist](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist.md) | Checklist | Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). Purchaser limits, solicitation, resale and the conviction limb of the bad-actor rule are taken from the text that was read. |
| [SEC Form D notice of an exempt offering](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-sec-form-d.md) | Form | 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). It is filed on EDGAR within 15 calendar days after the first sale.… |

Signed-in accounts can read the full text of each one.

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