SEC Issues Guidance on Disclosures Made via Social Media

more+
less-

The Securities and Exchange Commission (the "SEC") recently issued a Report of Investigation (the "Report") in which it provides helpful guidance to public companies regarding their use of social media to disclose material non-public information. The Report was issued after the SEC's investigation into whether the CEO of Netflix had violated the company's disclosure obligations under Regulation FD when he posted a statement on his personal Facebook page regarding the amount of content Netflix subscribers had accessed. While the SEC elected not to initiate an enforcement action against Netflix or its CEO, the SEC took the opportunity to address the issue of disclosing material non-public information through social media platforms used by many companies today.

Summary of Regulation FD Disclosure Requirements -

One of the primary goals of Regulation FD is to promote full and fair disclosure of material non-public information by public companies. Regulation FD provides that when an issuer discloses material non public information to holders of its securities or to securities market professionals who are reasonably likely to trade on the information, the issuer must make a simultaneous disclosure (in the case of intentional disclosure of the information) or prompt disclosure (in the case of unintentional disclosure of the information) of the same information to the general public. The rule is designed to prohibit the selective disclosure of material non-public information. To comply with this disclosure requirement, a company can file a Form 8-K with the SEC or it can release the information through one or more other methods that are reasonably designed to provide broad, non-exclusionary distribution of the information to the general public.

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:

Published In:

SEC

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Jackson Walker | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.
×
Loading...
×
×