Bad Actor Disqualification Review

CaseMark's Bad Actor Disqualification Review automates the complex Rule 506(d) diligence process for private securities offerings. The AI builds a comprehensive covered persons register, generates tailored disqualifying event questionnaires, and produces a documented reasonable-care diligence record—transforming what typically takes days of manual work into a structured, defensible compliance package.

A single overlooked disqualifying event involving any covered person can eliminate the Rule 506 exemption and NSMIA preemption across all 50 states, triggering rescission rights and potential enforcement actions. The covered persons net is broader than most practitioners realize, lookback periods vary by event category, and manual screening across criminal records, SEC orders, SRO sanctions, and state regulatory actions is time-intensive and error-prone.

CaseMark automates the entire Rule 506(d) diligence workflow—from covered persons identification through event classification and remediation analysis. The AI maps complex ownership structures, generates category-specific questionnaires, and produces a defensible reasonable-care record, ensuring no covered person or disqualifying event is overlooked while dramatically reducing the time and cost of compliance.

How it works

1. 1. Upload your offering documents, organizational records, and covered persons information

2. 2. AI identifies all covered persons and maps beneficial ownership chains across the offering structure

3. 3. Review the generated questionnaires, event classifications, and remediation recommendations

4. 4. Export the complete diligence package in your preferred format (DOCX, PDF)