Directors and officers know that social media is a megaphone—but do they know who at the company is holding the megaphone? And are any guardrails in place? In this week’s D&O Notebook, my colleague Lenin Lopez provides timely...more
The use of social media raises securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more
On August 7, 2018, Tesla CEO Elon Musk used his personal Twitter account (@elonmusk) to propose a buyout of the company for $420 a share, stating that funding was secured....more
In a time when information is increasingly shared through social media, companies—particularly publicly traded ones—must recognize and consider the potential legal ramifications that could arise from statements made by...more
[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more
Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution...more
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
Over the last several months, the Securities and Exchange Commission (SEC) has provided the public with two new interpretive guides regarding the use of social media by public companies, investment companies and their...more
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
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
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
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
"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
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
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
Public companies are encouraged to rigorously analyze SEC guidance prior to disseminating material information via social media....more
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
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
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
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
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
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