Learn from the Experts: The Do's and Don'ts of Data CollectionIQPC Exchange
George Rudoy, Founder and CEO of Integrated Legal Technology LLC, joins Legal IQ to reflect on some of the discussions at the Information Retention and e-Disclosure
Management Conference 2011 on data privacy, retention and preservation, and destruction in
various jurisdictions.
Designing for Trust – Presentation at Interact 2011, Lisbon, PortugalAndreas Woelk
There is a discrepancy between actual and perceived risk. To tackle this perception issue, we created a design framework and defined design principles based on customer insights and expert knowledge to build a common understanding of how to develop a holistic and consistent approach towards trust and safety on eBay.
Businesses that engage in the collection, use, disclosure and management of personal information in Canada need to be cognizant of the regulatory framework governing the privacy landscape in order to stay compliant.
The document discusses using social media strategically for investor relations. It recommends taking a multi-step approach: researching industry and competitor social media use; securing the company's brand on platforms; developing a policy and engagement strategy; integrating platforms to drive traffic to the IR website; going mobile with apps; and measuring engagement metrics and results. The goal is to increase awareness, clarify messages, minimize repetitive questions, and engage stakeholders through approved social channels.
In late 2015, there were
a number of significant
announcements regarding
climate change — including
commitments from the Paris
Conference of Parties (COP21),
the release of the Australian
Government’s National Climate
Resilience and Adaptation
Strategy, and reports from
the Bureau of Meteorology
(BOM) and the Commonwealth
Scientific and Industrial Research
Organisation (CSIRO) on climate
risk and resiliance.
They all pointed to one thing — our climate
is changing and urgent steps are required
to manage and mitigate the impacts.
Even as we look to reduce current and
future greenhouse gas emissions, without
deep reductions we are already locked
into inevitable climate system impacts.
The issue is how to manage and mitigate
the impacts of climate change when even
under a globally binding consensus for
action, we will need to plan for a future
of climate uncertainanty.
This all leads to inevitable uncertainty
and challenges for Australian business
in determining a response.
The presentation addresses the current application of two important securities regulations impacting companies’ communications with shareholders, securities professionals, and the public. Regulation FD has received significant attention from the SEC in recent years, and the discussion will cover the current understanding of the rules on disclosure of material non-public information as well as best practices for protecting your company.
Shannon VanVleet Patterson is an associate in the Securities and Corporate Governance practice group in the Richmond office of Troutman Sanders LLP.
Learn from the Experts: The Do's and Don'ts of Data CollectionIQPC Exchange
George Rudoy, Founder and CEO of Integrated Legal Technology LLC, joins Legal IQ to reflect on some of the discussions at the Information Retention and e-Disclosure
Management Conference 2011 on data privacy, retention and preservation, and destruction in
various jurisdictions.
Designing for Trust – Presentation at Interact 2011, Lisbon, PortugalAndreas Woelk
There is a discrepancy between actual and perceived risk. To tackle this perception issue, we created a design framework and defined design principles based on customer insights and expert knowledge to build a common understanding of how to develop a holistic and consistent approach towards trust and safety on eBay.
Businesses that engage in the collection, use, disclosure and management of personal information in Canada need to be cognizant of the regulatory framework governing the privacy landscape in order to stay compliant.
The document discusses using social media strategically for investor relations. It recommends taking a multi-step approach: researching industry and competitor social media use; securing the company's brand on platforms; developing a policy and engagement strategy; integrating platforms to drive traffic to the IR website; going mobile with apps; and measuring engagement metrics and results. The goal is to increase awareness, clarify messages, minimize repetitive questions, and engage stakeholders through approved social channels.
In late 2015, there were
a number of significant
announcements regarding
climate change — including
commitments from the Paris
Conference of Parties (COP21),
the release of the Australian
Government’s National Climate
Resilience and Adaptation
Strategy, and reports from
the Bureau of Meteorology
(BOM) and the Commonwealth
Scientific and Industrial Research
Organisation (CSIRO) on climate
risk and resiliance.
They all pointed to one thing — our climate
is changing and urgent steps are required
to manage and mitigate the impacts.
Even as we look to reduce current and
future greenhouse gas emissions, without
deep reductions we are already locked
into inevitable climate system impacts.
The issue is how to manage and mitigate
the impacts of climate change when even
under a globally binding consensus for
action, we will need to plan for a future
of climate uncertainanty.
This all leads to inevitable uncertainty
and challenges for Australian business
in determining a response.
The presentation addresses the current application of two important securities regulations impacting companies’ communications with shareholders, securities professionals, and the public. Regulation FD has received significant attention from the SEC in recent years, and the discussion will cover the current understanding of the rules on disclosure of material non-public information as well as best practices for protecting your company.
Shannon VanVleet Patterson is an associate in the Securities and Corporate Governance practice group in the Richmond office of Troutman Sanders LLP.
IWOGC - Material Nonpublic Information -- 09-21-10InsuranceIR LLC
Presentation prepared for the Insurance Women of Greater Cincinnati (http://www.iwogc.org). IWOGC is a chapter of the NAIW (http://www.naiw.org).
I was pleased to have the opportunity to speak with this group to help educate on an important topic related to investor relations.
Staying ahead of the curve social media compliance 10-7-2010 - finalDeborah Well
The document discusses regulatory considerations and best practices for firms regarding the use of social media. It provides an overview of key topics such as where social media is headed, positive uses of social networking sites, regulatory considerations from various rules and regulations, how to create an effective social media policy and training program, the importance of monitoring social media conversations, and additional resources for firms.
Impact of Social & Digital Media on Legal & Compliance RiskSam Gibbins 紀俊森
This document discusses the impact of social and digital media on compliance and legal risk for businesses. It notes that social media allows quick access to information but not all information is reliable. It has blurred the lines between work and private life, making it important for companies to have clear social media policies. While social media is conversational, information shared is publicly available and permanently recorded, so companies must consider issues like strategy, objectives, responsibility and crisis response. The document cautions that social media risks depend on jurisdiction and culture, so global policies may need local amendments. It emphasizes choosing appropriate staff to handle social media and carefully considering timing of social media campaigns.
AdvisorAssist's Guide to Confident and Compliant Social Media for AdvisorsAdvisorAssist, LLC
The document discusses key topics for advisors regarding compliant and strategic use of social media, including:
1) Common ways advisors are using social media like promoting their website, demonstrating expertise, and communicating with clients.
2) Regulatory issues advisors must consider with social media like distinguishing IARs from registered representatives and record keeping requirements.
3) Best practices for social media use like engaging with purpose, sharing content rather than selling, and ensuring content meets compliance standards.
This document provides an overview of the key aspects of the General Data Protection Regulation (GDPR) which takes effect in May 2018. It defines personal data and the expanded rights of individuals over their data. It outlines increased fines for non-compliance and new requirements for obtaining consent, data protection measures, breach reporting, and individual access rights. It recommends steps companies should take to prepare for GDPR compliance and describes IBM's solutions to help with governance, training, processes, data management, and security.
This document discusses insider trading rules and implications. It defines insider trading and outlines SEC rules prohibiting the use of non-public information to gain an unfair advantage. Violations can result in civil penalties, job termination, and criminal prosecution. Insider trading raises legal issues if individuals sue, and ethical issues regarding unequal access to information. It impacts markets by reducing efficiency and participation, and damages company reputation and public trust. Overall, regulations aim to promote fairness by requiring disclosure.
Freescale Semiconductors, Inc. Student name Course Date .docxhanneloremccaffery
Freescale Semiconductors, Inc.
Student name
Course
Date
Additional laws and harsher penalties
harsher penalties acts as a deterrent to crime
Additional laws to cover the loophole used to fraud
Hefty fines prohibits engagement in crime
Increases compliance with the laws
Human beings who have a tendency to break laws run Corporates. However having harsher penalties acts as a deterrent to committing a crime since they are afraid of penalties and severe fines to be paid. Having additional laws to cover the loophole used by the executives to commit unethical or fraudulent acts. Also having Hefty fines and increases, supervision prohibits engagement in crime as well as increases compliance with the laws
2
1. strategies to eliminate or mitigate insider trading
Preventing information that is non public from circulating
Such information denies perfect knowledge to investors
Increases the cost of stock through hoarding information
Only fully disclosed information should circulate
Insider trading happens when a few people, usually the executives, hold confidential information about the trading activities of the firm. One of the ways of preventing insider trading is by preventing information that is nonpublic from circulating within the market. This requires a full disclosure by the firms concerning the intended trading activities of the company. Having nonpublic information in circulation denies perfect knowledge to investors as well as increases the cost of stock through hoarding information for personal gains. However, when the information is public, the price will remain low and eliminate the privilege of knowing first (Legal Information Institute, 2013).
3
2. strategies to eliminate or mitigate insider trading
Restricting the time where the top executives of a firm can sell the shares awarded to them to an automatic pre arranged plan
The stock option awarded to top executives be sold at pre agreed time
Automatic time of selling stock eliminates making deals with investors
Makes the information publicly available
Most corporates reduce the cost of holding top-level executive through stock options. However to deter insider trading, restricting the time where the top executives of a firm can sell the shares awarded to them to an automatic pre-arranged plan should be followed. This restriction removes the hoarding of the investment information by the executives. There should be a clearly defined timeline when the executives sell their stock option, only after they have received their compensation and not before being compensated (Gandel, 2012).
4
3. strategies to eliminate or mitigate insider trading
Ban the payment of the executives using the stock options
Eliminates the unfair investment information holding by executives
Firms to seek other alternatives of paying executives
Continued of stock options makes executives hold information others don’t have
The most useful tool would be a total ban the paymen ...
dana holdings InsiderTradingPolicy_013108finance42
This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes pre-clearance requirements for trades, prohibits short-term speculation and tipping of information, and outlines penalties for violating insider trading laws. It aims to promote compliance with securities laws and preserve the integrity of the company.
dana holdings InsiderTradingPolicy_013108finance42
This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes trading windows and requires pre-clearance for certain designated individuals. It prohibits speculation, tipping of information to others, and any attempts to circumvent the policy. Violations can result in civil and criminal penalties.
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
This document summarizes key aspects of the new Prohibition of Insider Trading Regulation introduced by SEBI in 2015, including expanded definitions. It notes that the regulation aims to close loopholes, address changes in business and technology, and curb rampant insider trading by giving SEBI more power. Key definitions expanded include "connected person" to include a wide variety of individuals who may have access to unpublished price sensitive information, and "insider" to include anyone with access to such information. The definition of unpublished price sensitive information is also expanded beyond financial results to include other strategic business information.
This document outlines a company's policy on disclosing information to investors and the public. It defines material nonpublic information and states that only authorized individuals can communicate this information to securities professionals, shareholders or the public. It provides guidelines on public disclosure of financial results, guidance, and responding to analysts or rumors. Any inadvertent disclosure of material nonpublic information must be immediately reported. The policy aims to ensure compliance with securities laws and regulations.
TFW LTE 1032 ANM Assignments Position Paper Detail Submission Grade .pdftesmondday29076
TFW LTE 10:32 ANM Assignments Position Paper Detail Submission Grade Position Paper
Due: Jul 25, 2018 at 11:59 PM Topics for Final Paper-choose a topic from the following options
. Examine the issue of insider trading Analyze the ethical issues at stake (be sure to look at the
issue from both Utilitarian and Kantian perspectives). Do you believe insider trading is ethical?
Why or why not? Be sure to support your position with reasoned argumentation (including
showing why the alternative positions are ethically weaker than your own) Write a critical essav
(either in sunnort of Previous Next Dashboard Calendar To Do Notifications Inbox
Solution
Answer ) Insider Trading and Business Ethics
Many people are complaining insider trading since it is unfair for some people who do not have
confidential information about a certain company. People who do not have information that is
not yet into the public lose their confidence and trust towards the company. Therefore, many
companies lose potential investor from insider trading. Insider trading is a huge issue among
people. Insider trading can be an unethical; yet sometimes it can be ethical.
What is Insider Trading :Insider trading is a word that has many definitions and connotations and
which includes both legal and illegal activities. It can also be described as an insider trading of a
company’s stock, securities, bonds and stock options by persons with possible access to non-
public information about the company. Nevertheless, insider trading can take place lawfully
every day, when trading by the corporate insiders such as officers, directors, employees and large
shareholders to buy or sell stock in their own companies if this trading will not be taking
advantage of the non-public information and also be within the boundaries of the company’s
policies and the rules governing this trading. However, the term “insider trading\" is mostly used
to describe a practice in which an insider party trades based on non-public material information
gained through the performance of the insider’s obligation at the company, in violation of other
relationships of faith and assurance or otherwise when the non-public information was stolen
from the company. In other words, insider trading is buying, selling or dealing in securities,
bonds, and stocks of a company by a director, manager, or employee of the company who has
confidential information that is not accessible to the public.
Who is an Insider:An insider is a person who has entrée to the confidential information about a
company or corporation that will affect the stock price or might manipulate investors’ decisions.
This is “material information\". Moreover, most company executives clearly have important
information about the company. For example, the manager of sales knows how much the
company has sold and if it rallies, the estimates provided with the investors. Moreover, others
who work with the company also have material information; for instance, the accoun.
All levels of society rely upon information technology systems. Network operations are pervasive and impact nearly every aspect of our society. The desire of companies to collect, use, store, and secure information about customers, employees, and other individuals is a requirement of the new economy. It is no wonder that the prevalence of electronic communications and a growing dependency on cyber structures and operations also create potential vulnerabilities to cyberattacks. It is critical to preserve information systems and address and prevent weaknesses in cyber protection efforts. This webinar examines the means for companies to reach data goals ethically, efficiently and legally. The panel will also discuss the evolving regulatory approaches of the European Union, United States Federal government and significant developments in U.S. state regimes, including California. Best practices and model comprehensive privacy and cybersecurity policies are discussed. And, data breach response and related litigation, including class action litigation issues and fiduciary duty violations under corporate law, are discussed.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-privacy-compliance-2021/
mHealth Israel_Healthcare Finance and M&A- What Comes NextLevi Shapiro
Healthcare Finance and M&A, What Comes Next? Presentation by Matthew R. Kittay, National Co-Chair, M&A Practice Group, Fox Rothschild LLP. Includes fundraising and investments. Breakouts by subsector- Healthcare (overall), Healthcare services, Digital health, Biopharma, Pharmatech, Medtech, Healthcare IT. Healthcare transaction distribution breakouts. Exits remain flat. Avoiding common legal pitfalls like IP, compliance, governance structure. Current legislation in health law. IP strategy for healthtech.
The document discusses recent SEC actions against Netflix and Tesla regarding corporate disclosures made through social media. It summarizes the SEC's Regulation FD, which aims to prevent selective disclosure of material information. However, the rules have not been updated since 2000 and do not address recent shifts to news/disclosures being shared through social media. The document argues the SEC should revisit Reg FD and provide clearer guidance for companies on the use of sites like Twitter and Facebook to disseminate information. In the interim, it recommends best practices companies should follow when senior executives post information on social media.
The E-Way Bill revolutionizes logistics by digitizing the documentation of goods transport, ensuring transparency, tax compliance, and streamlined processes. This mandatory, electronic system reduces delays, enhances accountability, and combats tax evasion, benefiting businesses and authorities alike. Embrace the E-Way Bill for efficient, reliable transportation operations.
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Presentation prepared for the Insurance Women of Greater Cincinnati (http://www.iwogc.org). IWOGC is a chapter of the NAIW (http://www.naiw.org).
I was pleased to have the opportunity to speak with this group to help educate on an important topic related to investor relations.
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The document discusses regulatory considerations and best practices for firms regarding the use of social media. It provides an overview of key topics such as where social media is headed, positive uses of social networking sites, regulatory considerations from various rules and regulations, how to create an effective social media policy and training program, the importance of monitoring social media conversations, and additional resources for firms.
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This document discusses the impact of social and digital media on compliance and legal risk for businesses. It notes that social media allows quick access to information but not all information is reliable. It has blurred the lines between work and private life, making it important for companies to have clear social media policies. While social media is conversational, information shared is publicly available and permanently recorded, so companies must consider issues like strategy, objectives, responsibility and crisis response. The document cautions that social media risks depend on jurisdiction and culture, so global policies may need local amendments. It emphasizes choosing appropriate staff to handle social media and carefully considering timing of social media campaigns.
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The document discusses key topics for advisors regarding compliant and strategic use of social media, including:
1) Common ways advisors are using social media like promoting their website, demonstrating expertise, and communicating with clients.
2) Regulatory issues advisors must consider with social media like distinguishing IARs from registered representatives and record keeping requirements.
3) Best practices for social media use like engaging with purpose, sharing content rather than selling, and ensuring content meets compliance standards.
This document provides an overview of the key aspects of the General Data Protection Regulation (GDPR) which takes effect in May 2018. It defines personal data and the expanded rights of individuals over their data. It outlines increased fines for non-compliance and new requirements for obtaining consent, data protection measures, breach reporting, and individual access rights. It recommends steps companies should take to prepare for GDPR compliance and describes IBM's solutions to help with governance, training, processes, data management, and security.
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Additional laws and harsher penalties
harsher penalties acts as a deterrent to crime
Additional laws to cover the loophole used to fraud
Hefty fines prohibits engagement in crime
Increases compliance with the laws
Human beings who have a tendency to break laws run Corporates. However having harsher penalties acts as a deterrent to committing a crime since they are afraid of penalties and severe fines to be paid. Having additional laws to cover the loophole used by the executives to commit unethical or fraudulent acts. Also having Hefty fines and increases, supervision prohibits engagement in crime as well as increases compliance with the laws
2
1. strategies to eliminate or mitigate insider trading
Preventing information that is non public from circulating
Such information denies perfect knowledge to investors
Increases the cost of stock through hoarding information
Only fully disclosed information should circulate
Insider trading happens when a few people, usually the executives, hold confidential information about the trading activities of the firm. One of the ways of preventing insider trading is by preventing information that is nonpublic from circulating within the market. This requires a full disclosure by the firms concerning the intended trading activities of the company. Having nonpublic information in circulation denies perfect knowledge to investors as well as increases the cost of stock through hoarding information for personal gains. However, when the information is public, the price will remain low and eliminate the privilege of knowing first (Legal Information Institute, 2013).
3
2. strategies to eliminate or mitigate insider trading
Restricting the time where the top executives of a firm can sell the shares awarded to them to an automatic pre arranged plan
The stock option awarded to top executives be sold at pre agreed time
Automatic time of selling stock eliminates making deals with investors
Makes the information publicly available
Most corporates reduce the cost of holding top-level executive through stock options. However to deter insider trading, restricting the time where the top executives of a firm can sell the shares awarded to them to an automatic pre-arranged plan should be followed. This restriction removes the hoarding of the investment information by the executives. There should be a clearly defined timeline when the executives sell their stock option, only after they have received their compensation and not before being compensated (Gandel, 2012).
4
3. strategies to eliminate or mitigate insider trading
Ban the payment of the executives using the stock options
Eliminates the unfair investment information holding by executives
Firms to seek other alternatives of paying executives
Continued of stock options makes executives hold information others don’t have
The most useful tool would be a total ban the paymen ...
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This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes pre-clearance requirements for trades, prohibits short-term speculation and tipping of information, and outlines penalties for violating insider trading laws. It aims to promote compliance with securities laws and preserve the integrity of the company.
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This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes trading windows and requires pre-clearance for certain designated individuals. It prohibits speculation, tipping of information to others, and any attempts to circumvent the policy. Violations can result in civil and criminal penalties.
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Due: Jul 25, 2018 at 11:59 PM Topics for Final Paper-choose a topic from the following options
. Examine the issue of insider trading Analyze the ethical issues at stake (be sure to look at the
issue from both Utilitarian and Kantian perspectives). Do you believe insider trading is ethical?
Why or why not? Be sure to support your position with reasoned argumentation (including
showing why the alternative positions are ethically weaker than your own) Write a critical essav
(either in sunnort of Previous Next Dashboard Calendar To Do Notifications Inbox
Solution
Answer ) Insider Trading and Business Ethics
Many people are complaining insider trading since it is unfair for some people who do not have
confidential information about a certain company. People who do not have information that is
not yet into the public lose their confidence and trust towards the company. Therefore, many
companies lose potential investor from insider trading. Insider trading is a huge issue among
people. Insider trading can be an unethical; yet sometimes it can be ethical.
What is Insider Trading :Insider trading is a word that has many definitions and connotations and
which includes both legal and illegal activities. It can also be described as an insider trading of a
company’s stock, securities, bonds and stock options by persons with possible access to non-
public information about the company. Nevertheless, insider trading can take place lawfully
every day, when trading by the corporate insiders such as officers, directors, employees and large
shareholders to buy or sell stock in their own companies if this trading will not be taking
advantage of the non-public information and also be within the boundaries of the company’s
policies and the rules governing this trading. However, the term “insider trading\" is mostly used
to describe a practice in which an insider party trades based on non-public material information
gained through the performance of the insider’s obligation at the company, in violation of other
relationships of faith and assurance or otherwise when the non-public information was stolen
from the company. In other words, insider trading is buying, selling or dealing in securities,
bonds, and stocks of a company by a director, manager, or employee of the company who has
confidential information that is not accessible to the public.
Who is an Insider:An insider is a person who has entrée to the confidential information about a
company or corporation that will affect the stock price or might manipulate investors’ decisions.
This is “material information\". Moreover, most company executives clearly have important
information about the company. For example, the manager of sales knows how much the
company has sold and if it rallies, the estimates provided with the investors. Moreover, others
who work with the company also have material information; for instance, the accoun.
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1. The Use of Social Media
in Investor Relations
Securities Law Issues
Howard E. Berkenblit
Sullivan & Worcester LLP
June 4, 2013
2. What is Regulation FD?
“Fair Disclosure”
› SEC’s effort to make information
available to ALL investors equally
without selective disclosure
Prohibits disclosure by certain
persons acting on behalf of an
issuer of material nonpublic
information to particular
individuals without simultaneous
disclosure to the investing public
2
3. What is “Material” Information?
No bright line test
Substantial likelihood that a reasonable shareholder
would consider it important in making an investment
decision
Substantial likelihood that a reasonable investor would
view it as having significantly altered the total mix of
information available
3
4. What is “Material” Information? - Cont’d
Qualitative and quantitative
determination
Can be direct or indirect (a wink or a
nod can be as expressive as words)
Mosaic Theory - Can’t disguise by
breaking into pieces, but a company
can disclose information which is
not material, even if it helps the
other party complete a “mosaic” of
information that, taken together, is
material
Reaffirming information can be
material
4
5. Regulation FD Applies to Communications by:
Senior officials (executive officers and directors)
Investor relations and public relations personnel
Any other officer, employee or agent who regularly
communicates with securities market professionals or
security holders
Can’t direct someone not covered to make disclosure as
a way around
Person who communicates in breach of a duty to issuer
not considered acting on company’s behalf
5
6. Regulation FD Applies to Communications to:
Analysts
Broker-dealers and their associated
persons
Investment advisers and certain
institutional managers and their
associated persons
Investment companies and hedge
funds
Security holders under circumstances
in which it is reasonably foreseeable
that such persons would purchase or
sell on the basis of the information
6
7. Regulation FD Does Not Apply to Communications to:
Persons who owe the company a duty of trust or
confidence (e.g., attorney, investment banker, or
accountant)
Persons who expressly agree to maintain the
information in confidence
Employees (deemed to be part of the company)
Persons with whom the company communicates in
the ordinary course (e.g., customers and suppliers)
Relating to most registered (but not private) securities
offerings
7
8. How are Subject Communications Made Available
to the Public?
Methods are flexible as long as reasonably designed
to effect broad, non-exclusionary distribution of
information to the public
› Press Release
› Form 8-K (can be “filed”
or “furnished”)
› Disclosed during a
pre-announced, open
conference call
› Website and social media (described later)
› Combinations provide maximum protection
8
9. What are the Potential Penalties for a Violation of
Regulation FD?
SEC enforcement action
› Disclosure rule, no liability for fraud
solely as a result of failure to comply
with Regulation FD
› Cease and desist order
› Civil action seeking injunction or
penalties, but no private right of action
› The existence of appropriate disclosure
policies adopted by company may
affect SEC decisions to pursue
enforcement actions
9
10. How Does Social Media Fit in with Regulation FD?
Not “traditional” Regulation
FD disclosure method
2008 guidance allowed
website posting, but subject
to conditions
2013 report allows social
media, subject to the same
conditions
10
11. 2008 Website Guidance
Website is “recognized channel of distribution”
Posting on the website disseminates the information in a
manner making it available to the securities marketplace
There has been a reasonable waiting period for investors
and the marketplace to react to the posted information
Information initially posted on a website (but not
elsewhere) is “public” if:
11
12. 2008 Website Guidance (cont’d)
12
Recognized channel of distribution is a factual question
› How closely is website followed?
› Has company taken steps to direct public to look there as a
primary source of information?
› Companies, especially small and mid-sized, need to establish a
pattern of directing the public there and actually posting
› Early and often?
13. 2008 Website Guidance (cont’d)
Dissemination
› Is the information prominently placed or in a location
where such disclosures are known to be routinely
made?
› Is it easily accessible?
› Is a RSS feed or similar push technology available?
13
14. 2013 Social Media Report
Guidance in the form of an enforcement report
(but no penalties imposed)
Resulted from enforcement investigation of Netflix
CEO posting (arguably) material information for the
first time on his personal (but public) Facebook
page
Neither he nor Netflix had
previously used, or indicated
they would use, this Facebook
page to disclose material
information
14
15. 2013 Social Media Report (cont’d)
SEC report notes that social
media disclosures are
subject to Regulation FD
Report merely extends
2008 website guidance to
social media – no “new”
guidance
Some companies
announcing “laundry list”
approach – not clear this is
sufficient
15
16. Other Securities Concerns with Social Media
General antifraud liability under Rule 10b-5
Character limits – are links enough?
› Forward looking statements warnings
› Non-GAAP financial measure reconciliations
Liability for content in third party hyperlinks
Liability for imbalanced hyperlinks, posts
Perpetual republishing of information
Not well integrated into Regulation FD disclosure
policies and other company policies
16
17. Other Securities Concerns with Social Media
(Cont’d)
Securities offerings
› “Gun jumping” concerns for
public offerings
› “General solicitation” concerns
for private placements
JOBS Act may help
Shareholder meeting proxy
solicitations
17
18. Other Legal Considerations
Employment law issues regarding social media policies,
actions in response to postings
Confidentiality/intellectual property exposure, leaks
Privacy
Harassment
18
19. General Best Practices for Securities Law
Compliance
Adopt/update corporate policy designed to deal with
disclosure of material information and Regulation FD,
including social media
Designate, and limit, individuals who are authorized to
speak on behalf of the company, including on social
media outlets
Identify in advance who would need to be involved in
corrective disclosure
Know what is public both from the company and from
the outside
19
20. General Best Practices for Securities Law
Compliance (cont’d)
Integrate social media into any
company policy related to
communications/IR, and
continually review for updating
Educate employees about
Regulation FD, social media issues
Consider quarterly “quiet
periods”
Use confidentiality agreements
Maintain consistency and
patterns
20