List who received nonpublic deal information and whether confidence was agreed
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- List each person outside the issuer who received the information, the date, whether the file contains an express agreement to keep it confidential, and whether the file describes the person as an attorney, investment banker, or accountant for the issuer. Write no wall-crossing script, no script for a call, and no confidentiality agreement.
- What the lawyer must review
- You write the protocol. Regulation FD, 17 CFR § 243.100(a), requires an issuer, or a person acting on its behalf, that discloses material nonpublic information regarding the issuer or its securities to a person described in paragraph (b)(1) to make public disclosure of that information as provided in § 243.101(e): simultaneously if the disclosure is intentional, and promptly if it is not. Paragraph (b)(1) covers a disclosure outside the issuer to a broker or dealer or a person associated with a broker or dealer; to an investment adviser, a Form 13F institutional investment manager, or a person associated with either; to an investment company, or a person who would be one but for section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a specified affiliated person; or to a holder of the issuer's securities where it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information. Paragraph (a) does not apply to a disclosure to a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker, or accountant), or to a person who expressly agrees to maintain the information in confidence. This is not a Model Rule 1.10 imputed-disqualification screen. Rule 10b-5 (17 CFR § 240.10b-5) makes it unlawful, in connection with the purchase or sale of a security, to make an untrue statement of a material fact or to omit a material fact necessary to make the statements made not misleading. You decide whether the disclosure was material and nonpublic and whether an exception applies. Section 243.101(e), which states how public disclosure is made, was not opened.
- Written for / version
- United States versionUSCth
Who does what
| Role | What they do |
|---|---|
| Assistance | Supporting preparation only. Consider narrowly defined preparation support after confirming 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
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- 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 |
|---|---|---|---|
| US insider trading policy | Policy | AI use Yellow | Company policy on trading while aware of material nonpublic information, built from Section 10(b), Rule 10b-5 and the Rule 10b5-1 conditions that were read. |
Signed-in accounts can read the full text of each one. All precedents.