---
title: "Due diligence planning memorandum and verification protocol for a prospectus"
url: "https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/due-diligence-planning-memorandum"
type: "precedent"
site: "AI Law Framework"
id: "a4-due-diligence-planning-memorandum"
area_id: "A4"
kind: "memo"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-17"
---

# Due diligence planning memorandum and verification protocol for a prospectus

> Memo establishing the due diligence committee, scope, materiality thresholds, inquiry process, expert and director sign-offs, and verification protocol for an Australian prospectus, so the s 731 and s 733 defences can…

Canonical page: https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/due-diligence-planning-memorandum  
Law stated as at: 2026-10-17

Site index for agents: https://ailawframework.com/llms.txt

Memo establishing the due diligence committee, scope, materiality thresholds, inquiry process, expert and director sign-offs, and verification protocol for an Australian prospectus, so the s 731 and s 733 defences can be evidenced.

## Key facts

- Kind: Memo. An internal or advice memo.
- Practice area: [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-17
- Status: Maintained. Checked on 2026-10-17 against the 5 authorities it cites, for Australia.

## When to use it

Use at the start of an IPO or other offer under a prospectus. Adapt for offer information statements or PDS offers. Not needed for offers that do not need disclosure, such as most placements, although a lighter process may still be prudent.

## How AI may be used

AI may help map due diligence questions to answers and sources and list unverified statements. Each verification is confirmed by a person who has read the source, and AI use is recorded so the process can be evidenced.

**AI may:**

- Map DDC inquiry questions to management answers and source documents
- List statements in the draft prospectus that do not yet have a verification note
- Track sign-offs and expert consents

**AI must not:**

- Must not set materiality thresholds or decide that an inquiry is complete
- Must not mark a statement verified
- Must not process pre-announcement offer information in a tool not approved for inside information

**The lawyer checks:**

- DDC composition, scope and thresholds approved by the board
- Process records show reasonable inquiries for each area of the prospectus
- Any AI-assisted step is described in the DDC report with its verification

## Authorities

- [Corporations Act 2001 (Cth) ss 710, 711 (prospectus content)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Corporations Act 2001 (Cth) ss 728, 729 (misstatements and liability)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Corporations Act 2001 (Cth) ss 731, 733 (due diligence and reasonable reliance defences)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Corporations Act 2001 (Cth) s 720 (consents needed for lodgement)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [ASIC Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors](https://www.asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-228-prospectuses-effective-disclosure-for-retail-investors)

## Official form

[Official form](https://www.asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-228-prospectuses-effective-disclosure-for-retail-investors)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/due-diligence-planning-memorandum and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

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