Informal Corporate Disclosure Under Federal Securities Law, 2008 Edition

Informal Corporate Disclosure Under Federal Securities Law examines the regulation of informal disclosure — e.g., press releases, speeches, analyst conference calls, webcasts, and investor roadshows — as distinguished from formal, highly structured disclosure in SEC filings. The coverage includes discussion of federal securities law, rules and court decisions; self-regulatory organization rules for listed companies; and standards of practice prescribed by the National Investor Relations Institute ( NIRI). The 2008 Edition includes new discussion of materiality principles governing quantitative financial disclosures, specifically the views expressed by the SEC Advisory Committee on Improvements to Financial Reporting. The new edition also examines litigation over the sufficiency of cautionary language in communications about new products under development. In addition, the work includes discussion of electronic shareholder forums, the state fiduciary duty to disclose facts in connection with a merger or other transaction requiring shareholder action, and securities fraud liability issues triggered by contract representations incorporated by reference into a proxy statement or other disclosure document.