Keep a selective-disclosure log for an issuer
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- Record, from the facts the lawyer enters, who outside the issuer received the information, when, whether the lawyer calls the disclosure intentional, and whether public disclosure has been noted. Do not decide that the information is material and do not decide that a disclosure is required.
- What the lawyer must review
- 17 C.F.R. § 243.100(a) provides that whenever an issuer, or a person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to a person described in paragraph (b)(1), the issuer shall make public disclosure of that information as provided in § 243.101(e): simultaneously, if the disclosure is intentional, and promptly, if it is not. Paragraph (b)(1) covers specified outside persons, including brokers and dealers, certain investment advisers and institutional investment managers, certain investment companies, and a holder of the issuer's securities where it is reasonably foreseeable that the person will trade on the information. Paragraph (b)(2) states disclosures to which paragraph (a) does not apply, including a person who owes a duty of trust or confidence to the issuer, such as an attorney, investment banker, or accountant, and a person who expressly agrees to keep the information confidential. Section 243.101(e), which states how public disclosure is made, was not opened. The tool does not define promptly, does not decide materiality, and does not decide that the issuer is the kind of issuer the regulation covers. The lawyer makes those decisions. The log records what the lawyer enters.
- 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 | Perform the substantive analysis and decisions. Independently check any permitted supporting work and approve the exact output for its intended use. |
Checklist
- Confirm that the actual tool, feature and processing terms permit use of this information, including access, retention, training and disclosure conditions.
- 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.