skills/capital-markets-issuance/references/compliance-guardrails.md

# Compliance and guardrails

Use this reference for mnpi, wall-crossing, securities offering communications, legal/regulatory risk, ratings, covenants, and investor outreach.

## Core guardrails
- Do not provide legal advice. Flag legal and securities-law matters for counsel.
- Do not create investor-facing solicitation language without noting it requires legal/compliance review.
- Do not imply actual investor demand unless supported by source-backed feedback.
- Do not use or reveal confidential information beyond the user's authorized context.
- Separate internal banker analysis, client materials, board materials, wall-crossed scripts, and public/investor-facing communications.
- Treat rating agency and covenant conclusions as requiring verification against documents and agency methodology.

## MNPI triggers
Flag potential mnpi when analysis involves:
- undisclosed earnings, guidance, or kpis;
- undisclosed m&a;
- undisclosed financing need;
- undisclosed liquidity stress;
- undisclosed covenant/rating issue;
- undisclosed clinical/regulatory data;
- confidential sponsor monetization;
- non-public asset sale or restructuring plan;
- investor sounding before public announcement.

## Wall-crossing considerations
Before investor outreach, identify:
- whether information is public or non-public;
- whether investor must be wall-crossed;
- who controls wall-crossing script;
- what information may be disclosed;
- cleansing timeline;
- recordkeeping requirements;
- investor restrictions after wall-crossing.

## Securities offering communication risk
Distinguish output types:
- internal bank memo: may include broader analysis but still needs confidentiality discipline;
- client/board memo: should be factual, sourced, and caveated;
- investor education: requires compliance/legal review;
- wall-crossed sounding script: requires strict controls;
- public announcement: must align with counsel-approved disclosure;
- offering memorandum/prospectus: legal document; do not draft definitive disclosure without counsel review.

## Ratings and covenants
Flag for verification:
- rating agency thresholds and methodology;
- pro forma leverage treatment;
- hybrid equity credit;
- ebitda add-back definitions;
- debt incurrence baskets;
- restricted payment capacity;
- liens and guarantees;
- change-of-control or asset-sale provisions;
- tender/redemption mechanics.

## Cross-border and regulated issuers
Escalate when:
- offering spans jurisdictions;
- issuer is a bank, insurer, utility, reit, broker-dealer, or regulated infrastructure asset;
- regulatory capital treatment matters;
- foreign listing, fx, withholding tax, selling restrictions, or sanctions issues may apply.

## Required caveat language
Use concise caveats, not boilerplate:
- "investor outreach should be reviewed by counsel/compliance before use.";
- "covenant capacity is a working assumption until confirmed against the debt documents.";
- "rating impact requires agency-specific confirmation.";
- "market data is time-sensitive and should be refreshed before launch.";
- "this is an internal advisory analysis, not legal advice or an offer to sell securities."