Public Disclosure

Investment Management Legal + Regulatory Update -- May 2013

by Luke T. Bagley, Jay G. Baris, Thomas M. Devaney, Kelley A. Howes, Robert E. Putney, III, Isabelle Sajous | Morrison & Foerster LLP on 5/17/2013

In This Issue: Regulatory Updates - SEC Allows Limited Use of Social Media for Public Disclosure; Federal Reserve Board Publishes a Final Rule Specifying when Nonbank Firms are “Predominantly Engaged in...more

The SEC Says Cities (And City Officials!) Must Obey Securities Laws, Too

by Robert Feyer, M. Todd Scott | Orrick - Securities Litigation and Regulatory... on 5/8/2013

Yesterday the SEC filed an Order Instituting Cease and Desist Proceedings against the City of Harrisburg, Pennsylvania for violations of Rule 10b-5. The City consented to entry of a Cease and Desist Order....more

California Employers, Bite Your Tongue: Oral Communications May Give Rise To Privacy Claim

by Beth P. Zoller | XpertHR - Partnered with LexisNexis on 5/1/2013

The California Court of Appeals held in Ignat v. Yum! Brands, Inc., +214 Cal. App. 4th 808 (2013), that an employee may file an action against an employer for the public disclosure of private facts about the employee even if...more

Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide

by Skadden, Arps, Slate, Meagher & Flom LLP on 5/1/2013

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results of operations or...more

SEC OKs Social Media for Company Announcements; Investors Must be Alerted

by Loeb & Loeb LLP on 4/29/2013

The Securities and Exchange Commission has issued a report concluding that social media, such as Facebook and Twitter, may constitute legitimate means for a reporting company to make public announcements in compliance with...more

CFC Dismisses Takings Claims Based on Allegations of Government Wrongdoing

by Nancie G. Marzulla on 4/25/2013

In Meschkow v. United States, the plaintiff, an attorney, argued that that Government had taken his property without just compensation when it disclosed the contents of an Order to Show Cause that had been sealed as...more

How the SEC's Social Media Guidance Changes The Way Companies Share Investor Information [Legal Perspective]

by JD Supra Law News on 4/23/2013

"While the guidance is not hard to understand, it will be difficult to apply. And the SEC will be looking for someone to cross the line..." - Stephen M. Quinlivan; Leonard, Street and Deinard...more

SEC Greenlights Use of Social Media for Publicly Disclosing Company Information

by Fernando Bohorquez, Jr., Jonathan Nowakowski | BakerHostetler on 4/19/2013

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

DOJ's Antitrust Division Reverses Policy on Individual Carve-Outs in Company Plea Agreements

by Wilson Sonsini Goodrich & Rosati on 4/18/2013

On Friday, April 12, 2013, the Antitrust Division of the United States Department of Justice announced a reversal in policy relating to its negotiations with companies that plead guilty of criminal antitrust violations.1 The...more

Be Careful What You Wish For: SEC Permits Company Disclosures Via Social Media If Regulation FD Requirements Are Met

by Meredith Francis | Womble Carlyle Sandridge & Rice, PLLC on 4/16/2013

Last week, the Securities and Exchange Commission issued a report clarifying that companies can use social media channels, such as Facebook and Twitter, to disseminate material nonpublic company information under Regulation...more

Government Announces New Complaints Regulations for Bank Customers, Oversight by Federal Consumer Agency of Canada

by Kashif Zaman | Osler, Hoskin & Harcourt LLP on 4/15/2013

On April 10, 2013, the Canadian federal government announced the final publication of new regulations that will govern the system for resolving complaints regarding products or services provided by banks and authorized...more

Lessons from Netflix on the Use of Social Media for Informal Disclosure

by Bonnie J Roe | Cohen & Gresser LLP on 4/12/2013

On April 2, 2013 the Securities and Exchange Commission (SEC) issued a report (the Netflix Report) announcing that it would not pursue enforcement action against Netflix, Inc. and its Chief Executive Officer, Reed Hastings,...more

Does the SEC Like Social Media? Understanding the Application of Regulation FD to Social Media

by Nancy Grunberg, Treazure Johnson, George Kostolampros, Parker B. Morrill, Eric R. Smith, Thomas Washburne | Venable LLP on 4/12/2013

The SEC seldom releases an investigation report under Rule 21(a) of the Exchange Act, but when it does, the information is usually important for all public companies. Last week, the SEC issued an investigation report to...more

SEC ‘Likes’ Public Company Disclosures on Facebook and Other Social Media

by Jeff Ifrah on 4/11/2013

Last December, we wrote about the U. S. Securities and Exchange Commission’s issuance of so-called “Wells” notices indicating that the agency was considering whether to bring enforcement proceedings against Netflix and its...more

Using Social Media to Disclose Corporate Facts?

by J. Quinn | Dinsmore & Shohl LLP on 4/11/2013

On April 2, 2013, the Securities & Exchange Commission issued a Report of Investigation clarifying that a public company may use social media outlets such as Facebook and Twitter to disseminate material information to...more

Safe Tweeting: SEC Provides Guidance on Social Media and Regulation FD Compliance

by Theresa Lee, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 4/11/2013

The SEC has provided guidance to publicly reporting companies on how to use popular social networking sites, such as Facebook and Twitter, consistent with federal securities laws. On April 2, 2013, the Securities and...more

SEC Approves Use Of Social Media For Company Announcements

by BuckleySandler LLP on 4/10/2013

On April 2, the SEC issued a report that allows companies to use social media outlets to announce key information in compliance with Regulation Fair Disclosure (Regulation FD), provided investors have been alerted about which...more

Social Media For The CEO: Lessons Learned From The Netflix/SEC Tussle And Reg FD

by Travis Crabtree | Looper Reed & McGraw, P.C. on 4/10/2013

Yes, you can use social media to make material public disclosures. The SEC did not punish Netflix CEO Reed Hastings. The reality is, however, the SEC gave a warning to executives: we are not going to do anything this time...more

The SEC Provides Guidance on the Use of Social Media for Public Company Disclosure

by Julie Allen, Peter Castellon, Peter Fass, Frank Zarb | Proskauer Rose LLP on 4/10/2013

On April 2, 2013, the Securities and Exchange Commission issued a "report of investigation" that provides important guidance for companies that wish to use social media outlets, such as Facebook and Twitter, to publicly...more

Regulation FD Does Not Prohibit Social Media Communications with Investors

by John Henry, Franklin Williams | Miller & Martin PLLC on 4/10/2013

The Securities and Exchange Commission (“SEC”) recently released a report that answers important questions about how companies can release material information through social media without violating Regulation FD....more

SEC Addresses Use of Social Media for Public Company Disclosures

by C. Kent Carlson, Kristy Harlan | K&L Gates LLP on 4/10/2013

On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation that directly addresses the application of Regulation FD to disclosures made through social media channels such as Facebook and...more

SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD)

by Andrew Halbert, Mark Wood | Katten Muchin Rosenman LLP on 4/9/2013

On April 2, in connection with an investigation of Netflix, Inc. and its Chief Executive Officer, Reed Hastings, regarding a possible violation of Regulation FD, the Securities and Exchange Commission released a Report of...more

SEC Approves Communications Via Social Media

by Kathryn L. Ossian | Miller Canfield on 4/9/2013

The Securities and Exchange Commission (“SEC”) has taken a new position that publicly traded companies may use social media to communicate information to investors, so long as investors are first advised of the communication...more

A Brief Primer for Corporate Social Media Disclosures in Light of the SEC’s Recent Guidance on Regulation FD

by Bradley Bondi, Douglas Fischer, Brett Sisto, Christopher Tierney, Karen Woody | Cadwalader, Wickersham & Taft LLP on 4/9/2013

The Securities and Exchange Commission ("Commission" or "SEC") recently stepped into the social media age with its April 2, 2013 Report of Investigation pursuant to 21(a) of the Securities Exchange Act of 1934 concerning a...more

CMS To Post Additional Nursing Home Deficiency Data Online

by Fuerst Ittleman David & Joseph, PL on 4/9/2013

On March 22, 2013, the Centers for Medicare and Medicaid Services (“CMS”) announced that it would increase the amount of information available online by posting a nursing home’s three (3) preceding standard health surveys and...more

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