List related-person transactions above the Item 404 threshold
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- From the file, list each transaction since the beginning of the registrant's last fiscal year, or currently proposed, in which the registrant was or is to be a participant, the amount involved, and any director, executive officer, nominee, or immediate family member the file connects to it. Do not decide that an interest is material, and do not prepare an escrow deed or a change-of-activities notice.
- What the lawyer must review
- You write any disclosure that will be filed. Item 404(a) of Regulation S-K (17 CFR § 229.404(a)) requires a description of any transaction, since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. The disclosure includes the related person's name and the basis of that status, the person's interest, the approximate dollar value of the amount involved, the approximate dollar value of the related person's interest computed without regard to profit or loss, and, for indebtedness, the largest aggregate principal outstanding during the period, the amount outstanding as of the latest practicable date, principal and interest paid, and the rate or amount of interest payable. Instruction 1.a treats as a related person a director or executive officer at any time during the period, a nominee for director when the disclosure is in a proxy or information statement for that nominee's election, and an immediate family member of such a person. Immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person other than a tenant or employee sharing the household. Instruction 1.b adds a security holder covered by Item 403(a), and an immediate family member of that holder, when the transaction occurred or existed. Item 403(a) was not opened. Do not decide who that security holder is. Instruction 5's employment-compensation exclusion depends on Item 402, which was not opened. Do not drop a transaction on that ground. Item 404 does not state an escrow deed or a change-of-activities approval. Rule 14a-3 requires specified proxy materials before a solicitation. It does not supply those missing listing-rule steps.
- Written for / version
- United States versionUSAU
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
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- 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.