News & Analysis as of

Publicly-Traded Companies Disclosure Requirements Regulation FD

Stinson - Corporate & Securities Law Blog

Corporation Finance Director Speaks to Information Sharing Following Cybersecurity Disclosure

Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident....more

Kramer Levin Naftalis & Frankel LLP

Corporate Governance: 2022 Year-End Review

Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more

Woodruff Sawyer

Practical Guidance for Responding to a Potential Regulation FD Disclosure Issue

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Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more

Jones Day

SEC's Recent Charges Against AT&T Give Renewed Focus to Reg FD

Jones Day on

A recent Reg FD SEC enforcement action against AT&T may signal a renewed focus by the SEC that warrants public companies to assess their disclosure processes. On March 5, 2021, the SEC charged AT&T and three executives...more

Hogan Lovells

SEC alleges FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate

Hogan Lovells on

The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial estimates and results to sell-side...more

Goodwin

SEC Signals Heightened Scrutiny Of Issuer/Analyst Communications And More Reg FD Enforcement

Goodwin on

On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more

McDermott Will & Emery

SEC's Regulation FD Action Highlights Risks Associated with Private Calls to Analysts

McDermott Will & Emery on

On Friday, March 5, 2021, the US Securities and Exchange Commission (SEC) announced a rare litigated action against a large public company and three of its investor relations employees for alleged violations of Regulation FD...more

Hogan Lovells

SEC enforcement and litigation risks amid the COVID-19 pandemic

Hogan Lovells on

In recent weeks, the Co-Directors of the SEC's Enforcement Division warned of the "importance of maintaining market integrity" in these uncertain times. Specifically, they urged public companies to be mindful of Regulation FD...more

Dechert LLP

COVID-19 Coronavirus: SEC Disclosure Obligations for Public Companies

Dechert LLP on

A public company may have an additional 45 days to file its upcoming Form 10-Q if its inability to file its Form 10-Q relates to circumstances relating to COVID-19, it files a Form 8-K summarizing why such report was not able...more

Perkins Coie

Public Disclosures and Securities Compliance to Address in a Time of Crisis

Perkins Coie on

The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance. Many of...more

Dorsey & Whitney LLP

SEC Reminds Companies of Disclosure Obligations Relating to Coronavirus

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In connection with the order issued by the Securities and Exchange Commission yesterday providing filing relief for companies that are affected by the coronavirus, the Commission reminded all companies to be vigilant...more

Akin Gump Strauss Hauer & Feld LLP

2020 Filing Season Survey: Coronavirus (COVID-19) Disclosures So Far

For Securities and Exchange Commission (SEC) registrants with a fiscal year ending December 31, March 2020 brings the deadlines for filing annual reports on Form 10-K for all categories of filers. These registrants and other...more

Dorsey & Whitney LLP

House Overwhelmingly Passes Bill to Address 8-K Trading Gap

Dorsey & Whitney LLP on

On January 14, 2020, the U.S. House of Representatives passed HR 4335, the “8-K Trading Gap Act of 2019” (the “Act”) by a bipartisan vote of 384 to 7. The Act is designed to stop company insiders from trading during the 8-K...more

Foley & Lardner LLP

Selective Disclosure Violation Results in SEC Order

Foley & Lardner LLP on

Recently, the Securities and Exchange Commission (SEC) issued an order charging a publicly traded pharmaceutical company with violations of Regulation FD as a result of selectively disclosing material, nonpublic information....more

Cooley LLP

Blog: It’s been eons since the SEC last did this—brought a Reg FD enforcement action, that is

Cooley LLP on

Reg FD prohibits selective disclosure of material, nonpublic information by public companies (or by its senior officials or specified other employees) to securities market professionals and shareholders reasonably likely to...more

Dorsey & Whitney LLP

SEC Files First Reg FD Action In Years

Dorsey & Whitney LLP on

Regulation Fair Disclosure was passed in 2002 to fill what many saw as a regulatory gap – the selective disclosure of material non-public information by issuers.  Essentially the Regulation – now known as Reg FD – requires a...more

Dorsey & Whitney LLP

SEC Charges TherapeuticsMD with Regulation FD Violations

Dorsey & Whitney LLP on

Last week, the SEC issued a reminder that Regulation FD remains a vital element of the federal securities regulations. In the first enforcement action regarding Regulation FD since 2013, the SEC charged TherapeuticsMD Inc., a...more

Mayer Brown Free Writings + Perspectives

SEC Brings Regulation FD Action

On August 20, 2019, the SEC charged a pharmaceutical company with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts on two separate occasions without also...more

Kramer Levin Naftalis & Frankel LLP

SEC Brings Enforcement Action against TherapeuticsMD for Violations of Regulation FD

On Aug. 20, 2019, the Securities and Exchange Commission (SEC) announced that it had charged public pharmaceutical company TherapeuticsMD, Inc. for violations of Regulation FD and Section 13(a) of the Exchange Act related to...more

Bass, Berry & Sims PLC

Recent SEC Enforcement Action Drives Home the Importance of Regulation FD Policies and Training

Bass, Berry & Sims PLC on

On August 20th, 2019, the SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side...more

Ballard Spahr LLP

SEC Signals New Phase of Regulation FD Enforcement

Ballard Spahr LLP on

The United States Securities and Exchange Commission (SEC) announced yesterday, August 20, 2019, that it charged TherapeuticsMD, Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of...more

Stinson - Corporate & Securities Law Blog

SEC Charges Issuer for Reg FD Violation for Selective Disclosure to Analysts

The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts...more

Hogan Lovells

SEC Issues New Interpretive Guidance on Cybersecurity Disclosures

Hogan Lovells on

On February 21, the Securities and Exchange Commission (SEC) published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents....more

Orrick, Herrington & Sutcliffe LLP

SEC Commissioners Provide Guidance On Cybersecurity Disclosures After Wave Of Record Incidents

Much has been written about the SEC’s interpretive guidance on cybersecurity disclosures, issued in late February, including Commissioner Stein’s statement that it under-delivers for investors, public companies, and the...more

Proskauer Rose LLP

SEC Issues Updated Guidance on Public Company Cybersecurity Disclosures

Proskauer Rose LLP on

On February 21, 2018, the Securities and Exchange Commission (SEC) issued an interpretive Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the "Guidance") to assist public companies in meeting...more

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