---
title: "Run the due-diligence inquiry list against the registration-statement file"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/run-the-due-diligence-committee-inquiry-list-against-the-file/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R3-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Run the due-diligence inquiry list against the registration-statement file

> 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.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/run-the-due-diligence-committee-inquiry-list-against-the-file/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 | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Run the due-diligence committee inquiry list against the file](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/run-the-due-diligence-committee-inquiry-list-against-the-file.md) |

## Checking plan

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

## Notes

- After the issuer has made generally available an earning statement covering at least twelve months beginning after effectiveness, recovery under § 77k(a) depends on proof of reliance. The inquiry list is not that proof.
- Do not treat an Australian due-diligence questionnaire as a Securities Act § 11 investigation.

## Sources

- [15 U.S.C. § 77k, civil liabilities on account of a false registration statement (Securities Act § 11)](https://www.law.cornell.edu/uscode/text/15/77k) (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.*