List offers made while a registration statement is under a stop or refusal order
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- Record whether the file describes the registration statement as the subject of a refusal order, a stop order, or a public proceeding or examination under section 8 of the Securities Act before effectiveness, and list each offer to sell or offer to buy dated in that period. Write no letter to the Commission and no script for a response.
- What the lawyer must review
- You write any response. Section 5(c) of the Securities Act (15 U.S.C. § 77e(c)) makes it unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy, through the use or medium of any prospectus or otherwise, any security, unless a registration statement has been filed as to that security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 8 (15 U.S.C. § 77h). Section 8 itself was not opened, so this version does not state how a stop order is issued, how long it lasts, or how it is lifted. Section 5(d) permits an emerging growth company, or a person authorised to act for it, to communicate orally or in writing with qualified institutional buyers or institutions that are accredited investors, as defined in 17 CFR § 230.144A and § 230.501(a), to determine whether those investors might have an interest in a contemplated offering, subject to section 5(b)(2). Rule 501(a) was not opened. You decide what, if anything, is sent while the order or proceeding is in effect.
- Written for / version
- United States versionUS
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
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- 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.