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ZENODO
Article . 2026
License: CC BY
Data sources: ZENODO
ZENODO
Article . 2026
License: CC BY
Data sources: Datacite
ZENODO
Article . 2026
License: CC BY
Data sources: Datacite
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Reasoning Claim Tokens (RCTs) and AI Disclosure Under U.S. Securities Law: An Evidentiary Framework Responding to the SEC Investor Advisory Committee

Authors: de Rosen, Tim;

Reasoning Claim Tokens (RCTs) and AI Disclosure Under U.S. Securities Law: An Evidentiary Framework Responding to the SEC Investor Advisory Committee

Abstract

On December 4, 2025, the SEC Investor Advisory Committee approved a recommendation encouraging the Commission to consider a disclosure framework addressing the impact of artificial intelligence on issuer operations, board oversight, and material effects on consumer-facing matters. While non-binding, the recommendation signals an emerging expectation that issuers be able to explain and support judgments regarding AI-related risks and impacts in periodic disclosures. This paper examines the evidentiary implications of that recommendation. It argues that AI disclosure under U.S. securities law presents a structural challenge: issuers are asked to assess and disclose material effects arising from AI-mediated representations that are probabilistic, time-variant, and often generated by systems the issuer does not operate or control. To address this gap, the paper introduces Reasoning Claim Tokens (RCTs) as a minimal, implementation-neutral evidenti construct. RCTs capture discrete, time-indexed claims expressed by AI systems at the point of interaction, together with contextual metadata, without asserting correctness or intervening in model behavior. The paper defines the scope of RCTs, specifies evidenti guardrails, and explains how claim-level records may support issuer disclosure judgments, board oversight disclosures, and post-incident scrutiny under existing U.S. securities law standards. RCTs are presented not as a regulatory requirement, compliance mechanism, or optimization technique, but as a governance-oriented evidence layer responsive to the disclosure questions raised by the SEC Investor Advisory Committee.

Keywords

Risk, LLM, SEC Investor Advisory Committee's, AI Governance, AI Mediated Representations, Disclosure, Reasoning Claim Tokens, SEC, Evidenti, AI, Investor, Securities Law, Materiality, AIVO, AIVO Standard, RCT, Evidence

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selected citations
These citations are derived from selected sources.
This is an alternative to the "Influence" indicator, which also reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Citations provided by BIP!
popularity
This indicator reflects the "current" impact/attention (the "hype") of an article in the research community at large, based on the underlying citation network.
BIP!Popularity provided by BIP!
influence
This indicator reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Influence provided by BIP!
impulse
This indicator reflects the initial momentum of an article directly after its publication, based on the underlying citation network.
BIP!Impulse provided by BIP!
0
Average
Average
Average
Green