推理主張標記（RCTs）與美國證券法下的AI披露：回應美國證券交易委員會投資者諮詢委員會的證據框架

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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

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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.

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Reasoning Claim Tokens (RCTs) and AI Disclosure Under U.S. Securities Law.pdf

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