Regulation FD

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Activism and Engagement: Yadda, Yadda, Yadda or a Useful tool (or a Little of Both)

Activism is on the rise and everyone's activism defense playbook includes engagement, engagement and more engagement as the principal response. The experts in the field are well versed in when to engage, who to engage...more

Really? Requiring Someone To Use Information “Fairly And Lawfully” Can Be Illegal?

Companies have lots of very good reasons for adopting codes of conduct. These reasons include: - Ensuring compliance with applicable exchange listing rules (e.g., NYSE Rule 303A.10 and NASDAQ Rule 5610); -...more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

Adopting a Social Media Policy: Best Practices

Social media platforms, including Facebook, Twitter, YouTube and LinkedIn, allow companies to communicate with their investors, costumers and the general public, and provide a 24/7 outlet for corporate disclosure. As social...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

SEC Charges Former Head of Investor Relations with Violating Regulation FD for Indirect Selective Disclosure

On September 6, 2013, the SEC announced that it had brought charges against, and settled with, the former head of investor relations at an Arizona-based solar energy company for alleged violations of Regulation FD. Regulation...more

Tell One, Tell All, The Risks Of Selective Disclosure

On September 6, 2013, the SEC charged the former head of investor relations at First Solar Inc., an Arizona-based solar company, with violating Regulation FD, which is designed to prevent issuers from selectively disclosing...more

Regulation FD: A Case Study on Enforcement

On September 6, 2013, the Securities and Exchange Commission issued a cease-and-desist order settling charges that Lawrence Polizzotto, the former head of investor relations at First Solar, Inc., a solar energy company,...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

SEC Chair Mary Jo White On Social Media

In testimony before the U.S. House of Representatives Committee on Financial Services, SEC Chair Mary Jo White stated that the Netflix Section 21(a) report stands for the proposition that use of social media is acceptable “so...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

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

On May 2, Lona Nallengara and Shelley E. Parratt, the acting director and the deputy director, respectively, of the Securities and Exchange Commission’s Division of Corporation Finance, participated in a roundtable...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

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

Risk Management in Social Media

Two stories playing out today have our attention for similar reasons. Both examples relate to the influence of social media, namely Twitter, as a function of risk management....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

8-K’s Announcing Reg FD Social Media Channels Begin; NYSE Weighs In

The SEC opened the barn doors on use of social media, or merely reaffirmed existing guidance, depending on your point of view, in a recent Section 21(a) report....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

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...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

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