Checklist · Capital Markets & Securities — ECM/DCM and Disclosure
Regulation D private placement checklist
Checklist for an offer under Rule 506(b) or Rule 506(c). Purchaser limits, solicitation, resale and the conviction limb of the bad-actor rule are taken from the text that was read.
- Kind
- Checklist. Steps or checks to work through and tick off.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 4 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when an issuer is preparing a private offer that is intended to rely on Rule 506. Do not use it as a Form D, as a securities opinion, or as permission to solicit.
Used for these tasks
- Build the investor eligibility record for an offer made without disclosure
- Draft the information memorandum and investor presentation from source files
- Extract selling restrictions and transfer limits from the offer documents
- Check offer advertising and publicity against the restrictions
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
Yellow: the lawyer chooses 506(b) or 506(c) and checks every purchaser against the rule before any sale.
AI may
- Record whether the offer is under Rule 506(b) or Rule 506(c), and apply only that column.
- Count purchasers using Rule 501(e), including the exclusion of any accredited investor.
- List the reasonable-care steps in Rule 502(d) as questions, not as a completed legend.
AI must not
- Do not treat the offer as exempt. The lawyer decides whether Rule 506 is available.
- Do not write the financial information required by Rule 502(b)(2)(i) to (iv). Those paragraphs were not read in full.
- Do not state integration consequences. Rule 502(a) was not read. The note to Rule 506(b)(2)(i) points to it.
- Do not complete the disqualifying events in Rule 506(d) past the conviction limb that was read.
- Do not prepare Form D. Use the separate notice checklist, and even that checklist does not reproduce the form.
The lawyer checks
- Choose 506(b) or 506(c). They are not combined.
- Read Rule 502(a) before deciding whether two sales are one offering.
- Read the rest of Rule 506(d)(1), including orders, injunctions and bars, before clearing a covered person.
- Confirm state notice requirements separately. None were opened for this checklist.
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
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- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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All precedents for Capital Markets & Securities — ECM/DCM and Disclosure · Tasks and AI use in this area