List purchaser claims the file raises under Securities Act section 12
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- List each purchaser, the date of purchase, whether the file describes an offer or sale in interstate commerce or by the mails, and each statement the file flags as possibly untrue, with the page. Write no notice to purchasers and no repayment calculation.
- What the lawyer must review
- You write any notice and you decide any repayment. Section 12(a)(1) of the Securities Act (15 U.S.C. § 77l(a)(1)) makes a person who offers or sells a security in violation of section 5 (15 U.S.C. § 77e) liable to the person purchasing the security from that person. Section 12(a)(2) reaches a person who offers or sells a security, whether or not exempted by section 3 (15 U.S.C. § 77c) other than paragraphs (2) and (14) of subsection (a) of that section, by the use of any means of interstate commerce or of the mails, by means of a prospectus or oral communication which includes an untrue statement of a material fact or omits a material fact necessary to make the statements not misleading, the purchaser not knowing of the untruth or omission, unless the seller sustains the burden of proving that the seller did not know, and in the exercise of reasonable care could not have known, of the untruth or omission. The liability, subject to subsection (b), is for the consideration paid, with interest, less the amount of any income received, upon the tender of the security, or for damages if the purchaser no longer owns it. Subsection (b) provides a loss-causation limit on the amount recoverable under subsection (a)(2). Paragraphs (2) and (14) of section 3(a) were not opened. There is no Australian withdrawal form in section 12.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Supporting preparation only. Potential support includes identifying points for review and assembling provisional schedules. Confirm 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
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- 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.