---
title: "List offers made while a registration statement is under a stop or refusal order"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/respond-to-a-regulator-stop-order-or-proposed-stop-order-on-an-offer/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-K20261018-5-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List offers made while a registration statement is under a stop or refusal order

> 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…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/respond-to-a-regulator-stop-order-or-proposed-stop-order-on-an-offer/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 | 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 | United States |
| Applies to | [Respond to a regulator stop order or proposed stop order on an offer](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/respond-to-a-regulator-stop-order-or-proposed-stop-order-on-an-offer.md) |

## Checking plan

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

## Notes

- An Australian stop order is not a refusal order or stop order under § 77e(c). Use this list only where the file concerns a Securities Act registration statement.
- Do not draft the steps of a section 8 proceeding. That section was not opened.

## Sources

- [15 U.S.C. § 77e, prohibitions relating to interstate commerce and the mails (Securities Act § 5)](https://www.law.cornell.edu/uscode/text/15/77e) (checked 2026-10-22)
- [15 U.S.C. § 77j, information required in a prospectus (Securities Act § 10)](https://www.law.cornell.edu/uscode/text/15/77j) (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)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*