Extract resale limits and restrictive legends from a Regulation D or Rule 144 offering
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Extract every transfer restriction, legend and holding-period statement from the offering documents into a table, with the clause and the rule it cites. Do not rewrite the legend.
- What the lawyer must review
- Securities acquired under Regulation D have the status of securities acquired under section 4(a)(2) and cannot be resold without registration or an exemption (17 CFR § 230.502(d)). Reasonable care to assure purchasers are not underwriters may be shown by a reasonable inquiry, written disclosure before sale that the securities are unregistered and cannot be resold unless registered or exempt, and a legend on the certificate stating that they have not been registered and setting out or referring to the restrictions. Those steps are not the only way to show reasonable care. Rule 144(d) requires, for restricted securities, at least six months between acquisition from the issuer or an affiliate and resale if the issuer has been an Exchange Act reporting issuer for at least 90 days immediately before the sale, and at least one year otherwise. If the buyer purchases the securities, the holding period does not begin until the full purchase price is paid. Affiliates must also meet the other conditions of Rule 144. You confirm each extracted limit against the instrument and the rule.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes extracting and organising information and preparing preliminary structure or wording. 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
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- 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 |
|---|---|---|---|
| Regulation D private placement checklist | Checklist | AI use Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). |
Signed-in accounts can read the full text of each one. All precedents.