News & Analysis as of

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

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

Stop Insider Tweeting! -- Feds eye social media for securities shenanigans

As financial institutions and investors turn to social media to instantly share snippets of news and potential clues about market trends, the FBI and SEC are monitoring such postings for evidence of insider trading and...more

Small Business Securities Bulletin: Regulation FD and Social Media

As we discussed in our February Bulletin, late last year Netflix and its CEO, Reed Hastings, each received a notice from the SEC Staff indicating that the Staff intended to recommend to the SEC that it institute proceedings...more

Business News Digest – May 2013

In this issue: - Does the SEC Like Social Media? Understanding the Application of Regulation FD to Social Media - NIST Holds First Workshop on Executive Order Cybersecurity Framework - Jumpstart Our...more

Investment Management Legal + Regulatory Update -- May 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

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

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

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

"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

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

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

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

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

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

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

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?

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

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

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

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

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

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

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

D&Os in Cyberspace: SEC Endorses Social Media for Corporate Communications with Investors

On April 2, 2013, the U.S. Securities and Exchange Commission (SEC) issued new guidance endorsing companies' use of social media to disclose information to investors – with certain caveats. The SEC's social media guidance was...more

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

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

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

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

Public Companies Can Use Social Media for Key Company Announcements as Long as Investors Are Notified in Advance

What you need to know: The SEC recently stated that companies can use social media to make announcements without violating Regulation FD — if investors, the market and the media have proper prior notification regarding...more

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