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Investor Relations: Nonselective Disclosure Deep Dive with SEC Attorneys
This is a special episode on investor relations in the age of social media, releasing corporate disclosures on Facebook company pages and via Twitter, the legal risks that CEO bloggers pose to public companies,
Regulation Fair Disclosure compliance with company websites and more. Featured guests are Brain Lane, a partner at Gibson Dunn and Crutcher and the former Director of the Division of Corporate Finance at the US Securities and Exchange Commission and Broc Romanek, the Editor of TheCorporateCounsel.net and a former counselor to SEC Commissioner Laura Unger.
Special thanks to Dominic Jones of the IR Web Report and Mark Story, director of new media at the SEC for providing supporting information and research that was instrumental in the development of this podcast.
Michael Decker who is the disclosure expert at BusinessWire, a press release distribution service, was also scheduled to appear on this podcast, but was dropped from the call. He will be invited to appear on another podcast.
Request for Feedback: This podcast breaks from the program’s original format. There is no sound bite or set up. Instead, it moves straight from the opening main title to the interview.
What do you think about this format change? Should we keep it, or revert to the previous format?
2:46 – An explanation of what Regulation Fair Disclosure is, whisper numbers, why the regulation was enacted and how public relations and investor relations officers at publicly traded companies comply with it.
4:56 – An explanation of what selective disclosure and insider trading are, and why it is considered unfair for a publicly traded company to disclose material information in a way that could give some investors an unfair trading advantage over others.
5:55 – How the NASDAQ bubble of the 1990s lead to enactment of Reg FD.
7:40 – Addressing the question of whether or not press release distributions services are the only sure way to satisfy Regulation FD in light of new guidance issued by the SEC.
8:09 – How the SEC’s view of push technology, like email, versus pull technology, like company websites has changed over the last nine years , which channel dominates today, and the use of pull technology to satisfy Reg FD.
10:21 – How to comply with the SEC’s new Reg FD guidance and how to satisfy Regulation Fair Disclosure with the use of company websites, or online newsrooms. “When the SEC first adopted Regulation FD in mid-2000, it acknowledged that companies may be able to rely on the web to disseminate disclosure at some point in the future, but emphasized it was not likely to be considered sufficient yet. Now, that day has come.”
11:01 – The eight factors for companies to consider when they want to go the online only route for releasing material information that could affect their trading value, and the challenge and irony of satisfying those factors for large and small companies.
11:55 – An explanation of what SEC Commission guidance is and a discussion about the August 7, 2008 Commission Guidance on the Use of Company Websites for Corporate Disclosures [PDF].
13:27 – A confirmation that public companies can satisfy Reg FD by introducing material information first on their own website, as long as they comply with SEC’s guidance.
14:05 – Considering the following language (which appears on page 18, paragraph 2 of the guidance in the above PDF link) what determines whether or not a company’s website is a recognized channel of distribution.
“In order to make information public,
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By Eric SchwartzmanThis is a special episode on investor relations in the age of social media, releasing corporate disclosures on Facebook company pages and via Twitter, the legal risks that CEO bloggers pose to public companies,
Regulation Fair Disclosure compliance with company websites and more. Featured guests are Brain Lane, a partner at Gibson Dunn and Crutcher and the former Director of the Division of Corporate Finance at the US Securities and Exchange Commission and Broc Romanek, the Editor of TheCorporateCounsel.net and a former counselor to SEC Commissioner Laura Unger.
Special thanks to Dominic Jones of the IR Web Report and Mark Story, director of new media at the SEC for providing supporting information and research that was instrumental in the development of this podcast.
Michael Decker who is the disclosure expert at BusinessWire, a press release distribution service, was also scheduled to appear on this podcast, but was dropped from the call. He will be invited to appear on another podcast.
Request for Feedback: This podcast breaks from the program’s original format. There is no sound bite or set up. Instead, it moves straight from the opening main title to the interview.
What do you think about this format change? Should we keep it, or revert to the previous format?
2:46 – An explanation of what Regulation Fair Disclosure is, whisper numbers, why the regulation was enacted and how public relations and investor relations officers at publicly traded companies comply with it.
4:56 – An explanation of what selective disclosure and insider trading are, and why it is considered unfair for a publicly traded company to disclose material information in a way that could give some investors an unfair trading advantage over others.
5:55 – How the NASDAQ bubble of the 1990s lead to enactment of Reg FD.
7:40 – Addressing the question of whether or not press release distributions services are the only sure way to satisfy Regulation FD in light of new guidance issued by the SEC.
8:09 – How the SEC’s view of push technology, like email, versus pull technology, like company websites has changed over the last nine years , which channel dominates today, and the use of pull technology to satisfy Reg FD.
10:21 – How to comply with the SEC’s new Reg FD guidance and how to satisfy Regulation Fair Disclosure with the use of company websites, or online newsrooms. “When the SEC first adopted Regulation FD in mid-2000, it acknowledged that companies may be able to rely on the web to disseminate disclosure at some point in the future, but emphasized it was not likely to be considered sufficient yet. Now, that day has come.”
11:01 – The eight factors for companies to consider when they want to go the online only route for releasing material information that could affect their trading value, and the challenge and irony of satisfying those factors for large and small companies.
11:55 – An explanation of what SEC Commission guidance is and a discussion about the August 7, 2008 Commission Guidance on the Use of Company Websites for Corporate Disclosures [PDF].
13:27 – A confirmation that public companies can satisfy Reg FD by introducing material information first on their own website, as long as they comply with SEC’s guidance.
14:05 – Considering the following language (which appears on page 18, paragraph 2 of the guidance in the above PDF link) what determines whether or not a company’s website is a recognized channel of distribution.
“In order to make information public,