Check a draft periodic report against the officer-certification topics
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Against the draft annual or quarterly report the lawyer supplies, note whether the draft contains a sentence on each topic in 15 U.S.C. 7241(a) that the lawyer marks. Do not write the certification and do not sign the report.
- What the lawyer must review
- 15 U.S.C. 7241(a) requires the Commission, by rule, to require that for each company filing periodic reports under section 78m(a) or 78o(d), the principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, certify in each annual or quarterly report that the signing officer has reviewed the report, that based on the officer's knowledge the report is not materially untrue or misleading, that the financial statements fairly present the financial condition and results of operations in all material respects, and the further internal-control matters stated in paragraphs (a)(4) through (a)(6). The statute applies to companies that file those periodic reports. It is not a statement of governance recommendations. ABA Formal Opinion 512 (29 July 2024) leaves the lawyer responsible for text produced with a generative tool. The officers sign. The tool does not.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and 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
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- 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.