---
title: "List who received nonpublic deal information and whether confidence was agreed"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-wall-crossing-window-and-information-barrier-protocols-for-the-dea/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R8-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List who received nonpublic deal information and whether confidence was agreed

> 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…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-wall-crossing-window-and-information-barrier-protocols-for-the-dea/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| 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 | United States |
| Applies to | [Draft wall-crossing, window and information-barrier protocols for the deal](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-wall-crossing-window-and-information-barrier-protocols-for-the-dea.md) |

## Checking plan

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

## Notes

- Rules 135 and 134 are named in Regulation FD paragraph (b)(2)(iii) and were not opened. A registered-offering communication is not cleared by this list.
- Do not describe the arrangement as an ethical wall under Model Rule 1.10. That rule addresses imputation of a lawyer's conflict inside a firm.

## Sources

- [17 CFR § 243.100, Regulation FD general rule regarding selective disclosure](https://www.law.cornell.edu/cfr/text/17/243.100) (checked 2026-10-22)
- [17 CFR § 240.10b-5, employment of manipulative and deceptive devices](https://www.law.cornell.edu/cfr/text/17/240.10b-5) (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)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [US insider trading policy](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-insider-trading-policy.md) | Policy | 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. It is not a trading plan. |

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.*