Run the due-diligence inquiry list against the registration-statement file
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Match each inquiry to the document and page in the file that answers it, and mark an inquiry the file does not answer. Write no sentence of the registration statement, the prospectus, or any opinion.
- What the lawyer must review
- Section 11 of the Securities Act (15 U.S.C. § 77k) lets a person who acquires the security sue if any part of the registration statement, when that part became effective, contained an untrue statement of a material fact or omitted a material fact required to be stated or necessary to make the statements not misleading. Persons who may be sued include every signer, every director or partner at the time of filing, every person named with consent as about to become a director or partner, every accountant, engineer, appraiser or other expert named with consent, and every underwriter. For a part not made on an expert's authority, the defence in § 77k(b)(3) requires that, after reasonable investigation, the person had reasonable ground to believe and did believe the statements were true and that there was no such omission. Section 77k(c) measures reasonableness by the standard of a prudent man in the management of his own property. You decide whether each inquiry is answered. ABA Formal Opinion 512: reliance on generated output without an appropriate degree of independent verification can breach Model Rule 1.1.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Do not begin AI assistance until the responsible lawyer has defined and confirmed its 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
- 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.
- Check the specialist’s assumptions, qualifications and limits. Obtain the relevant expert or specialist review before relying on a technical conclusion.
- 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.