# Pitch Deck Legal Review

> SKILL 79: Pitch Deck Legal Review

- Skill: `nickgallick/pitch-deck-legal-review` (Agent Skill)
- Install (CLI): `npx skillmds@latest add nickgallick/pitch-deck-legal-review`
- Raw SKILL.md: https://api.skillmd.com/api/skills/nickgallick/pitch-deck-legal-review/raw
- Safety review: pending (external: skill-scanner PASS, skillspector PASS)
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Coding & Dev Tools
- Author: nickgallick (https://skillmd.com/u/nickgallick)
- Updated: 2026-09-21
- Page: https://skillmd.com/skills/nickgallick/pitch-deck-legal-review

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# SKILL 79: Pitch Deck Legal Review

## Purpose
Know what you can and cannot say when fundraising. Securities law governs fundraising communications. Violations can invalidate your raise and create personal liability.

## Securities Law Constraints

### Regulation D 506(b) — No General Solicitation
**Cannot**:
- Post pitch deck publicly on website
- Tweet or post on social media "we're raising $X"
- Email people you don't have a pre-existing substantial relationship with
- Make presentations at public conferences that include investment pitch
- Issue press releases about the funding round

**Can**:
- Share deck with people you ALREADY know (warm introductions, existing contacts)
- Present at angel group meetings where members are pre-screened as accredited investors
- Use AngelList syndicates (where investors have pre-registered)
- Share through VC firm introductions (firm knows the investor — "pre-existing relationship")

**The rule**: no "general solicitation or general advertising" (17 C.F.R. §230.502(c))

### Regulation D 506(c) — General Solicitation Allowed
**Can**: advertise publicly, tweet the raise, post on websites
**Must**: verify EVERY investor is accredited (third-party verification required, not self-certification)
- VerifyInvestor, Parallel Markets, or attorney/CPA letter confirming accredited status
- Self-certification alone is NOT sufficient under 506(c)

**When to use 506(c)**: if you want to tweet and post about the raise. Trade-off: more verification work.

## What the Pitch Deck CANNOT Contain

| Statement | Why Problematic | Legal Theory |
|---------|----------------|-------------|
| "Guaranteed returns" | Fraud | SEC Rule 10b-5; state securities fraud |
| "Risk-free investment" | Fraud | Same |
| "We WILL generate $10M" (certainty) | Misleading forward-looking statement | SEC Rule 10b-5 |
| "Better investment than AAPL" | Misleading comparison | FTC Act §5; securities fraud |
| "SEC approved" | False statement — SEC doesn't approve startups | Securities fraud |
| "CFTC approved" | Same | Same |
| Claimed team credentials that are inaccurate | Fraud | SEC Rule 10b-5 |

## What the Pitch Deck SHOULD Contain

**Required elements for compliance**:
1. **Risk factors**: at least one slide acknowledging business and regulatory risks
2. **Forward-looking statement disclaimer**: "This presentation contains forward-looking statements. Actual results may differ materially from projections due to risks including [regulatory uncertainty, competition, market adoption]."
3. **Regulatory status**: disclose any pending regulatory issues honestly (omitting material risk = securities fraud)
4. **Use of funds**: how the investment will specifically be deployed
5. **Accredited investor only notice**: "This presentation is for accredited investors only and does not constitute a public offering."
6. **No guarantee language**: ALL projections must be framed as projections, not guarantees

**Projection framing**:
- Bad: "We will hit $1M ARR in 12 months"
- Good: "Based on our [assumptions], we project $1M ARR in 12 months. Actual results will vary."
- Include assumptions slide: what conversion rates, user growth, pricing did you assume?

## Iowa-Specific Fundraising

### Iowa Uniform Securities Act (Iowa Code Chapter 502)
- Iowa requires: notice filing with Iowa Insurance Division (Securities Bureau) for federal Reg D offerings to Iowa residents
- Iowa accepts: federal Form D as the notice filing (no separate Iowa application)
- Cost: Iowa notice filing fee (verify current fee at iid.iowa.gov)

### Iowa Crowdfunding Act (Iowa Code §502.202B)
- **Intrastate alternative** to federal Reg D:
  - Iowa-based company raises from Iowa residents only
  - Up to $1M total raise
  - Individual investors: up to $5,000 each (or 10% of income/net worth)
  - File notice with Iowa Insurance Division
  - No general solicitation to non-Iowa residents
- **When useful**: community-based fundraise from Iowa early adopters and supporters
- **Limitation**: $1M cap is too low for serious seed/A rounds; good for initial friends-and-family

## Investor Confidentiality
- Pitch deck should include: "CONFIDENTIAL — FOR ACCREDITED INVESTORS ONLY — DO NOT DISTRIBUTE"
- Use DocSend: track who views it, revoke access if needed, know if they forwarded it
- NDA from investors: not standard practice (VCs rarely sign NDAs for initial pitches); acceptable to request from angels
- If investor forwards your deck to a competitor: you have limited legal recourse without an NDA, but DocSend's tracking shows the breach

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*This is legal research and intelligence, not legal advice. Consult qualified legal counsel before taking action.*