News & Analysis as of

Posting Non-GAAP Financial Measures on Social Media

It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more

Corporate and Financial Weekly Digest - Volume IX, Issue 40

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use - Director of SEC Division of Corporation Finance Gives Speech on Securities...more

New SEC Guidance Regarding Social Media; Proposed Clarifications to Delaware Law for Mergers Following a Tender Offer; Change in...

Social media is becoming a desirable tool for companies to communicate with their shareholders and potential investors. Over the last few years, the Securities and Exchange Commission (“SEC”) has issued guidance on how SEC...more

More SEC Social Media Guidance–Don’t Be Left Behind

The SEC’s incremental accommodation of social media continues. Most recently, the staff has issued several CDIs specific to public offering communications, including tombstone ads (Rule 134), business combinations (Rule 165)...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

Investment Management Legal + Regulatory Update -- July 2013

In This Issue: Regulatory Updates - SEC Proposes Money Market Reform; SEC Eases Ban on General Solicitation and General Advertising in Certain Private Placements; SEC and CFTC Adopt Joint Rules to Address...more

SEC Issues Guidance on Disclosures Made via Social Media

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...more

NYSE Issues Guidance on Use of Social Media as a Disclosure Tool

On April 2, 2013, the SEC issued a report and press release making it clear that companies are permitted to use social media outlets to disclose information in compliance with Regulation FD. More on the SEC's report and press...more

Governance & Securities Law Focus: Latin America Edition

In this issue: - US DEVELOPMENTS - Securities and Exchange Commission (“SEC”) Developments - SEC Reporting Companies Begin to Comply with New Iran-Related Disclosure Requirements - SEC Says Social Media...more

SEC Greenlights Use of Social Media for Publicly Disclosing Company Information

Recognizing the reality that many investors likely get more information from Facebook and Twitter than a corporate 10-K and that most public companies have a robust social media presence, the U.S. Securities and Exchange...more

SEC Issues Guidance on Social Media and Regulation FD

Public companies are encouraged to rigorously analyze SEC guidance prior to disseminating material information via social media....more

SEC Issues Guidance on the Use of Social Media to Disclose Company Information

On April 2, 2013, the SEC provided guidance on the use of social media to disclose company information in a Report of Investigation under Section 21(a). The investigation concerned Netflix's chief executive officer (CEO)...more

Is The Medium The Message? Netflix's Decision To Post Material Information On Social Media Channels

The news is out! There’s a buzz in the blogosphere. It’s trending on Twitter. The Securities and Exchange Commission has authorized the use of social media channels for the disclosure of material, non-public information. In a...more

SEC Report Opens Door to Use of Social Media

On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more

Great News! But Don’t Tweet It, Yet

The Securities and Exchange Commission gave the green light last week for companies to share material, nonpublic information with investors over social media – as long as companies disclose beforehand which specific channels...more

Netflix SEC Investigation Report Clarifies the Use of Social Media and Regulation FD

Regulation FD - Regulation FD prohibits US public companies or persons acting on their behalf from selectively disclosing material, nonpublic information to securities professionals or investors when it is reasonably...more

From Facebook to FD: SEC Releases Guidance on Use of Social Media

On April 2, 2013, the Division of Enforcement of the U.S. Securities and Exchange Commission released guidance on the use of social media to disseminate material, nonpublic information under Regulation FD (Fair Disclosure)....more

Disclosure tips for 2013

The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come. 1. Consider the...more

It's Time For The SEC To Join The Digital Age: Why The SEC's Attempted Crackdown On The Use Of Social Media Is Misguided

Early last month, Netflix disclosed the fact that it and its Chief Executive Officer, Reed Hastings, had received “Wells Notices” from the Staff of the Securities and Exchange Commission....more

Legal Guidelines For CEOs On Social Media – Avoid The Netflix Issue

In July, Netflix CEO Reed Hastings posted on Facebook that viewing on his company’s site “exceeded 1 billion hours” of videos in June. The stock rose 6.2% on the day of the post. Last week, the SEC sent Netflix notice it...more

Pause Before You Post

Public disclosure of material nonpublic information can be made under Regulation FD by filing a Form 8-K with the SEC or by other means which are reasonably designed to result in broad and non-exclusionary distribution of the...more

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