Informal Corporate Disclosure Under Federal Securities Law 2009

Informal Corporate Disclosure Under Federal Securities Law, 2009 Edition 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). This updated 2009 Edition includes: discussion of the SEC’s recent guidance on the use of company web sites, including advice on the sufficiency of web site disclosure as a means of dissemination under Regulation FD (see ¶1002) liability for hyperlinks to third-party information (see ¶1003) issues presented by the use of summaries and overviews (see ¶1004) concerns related to blogs and online discussion forums (see ¶1009) The new 2009 Edition also examines materiality principles governing quantitative financial disclosures, specifically the recommendations of the SEC Advisory Committee on Improvements to Financial Reporting, or CIFiR (see ¶¶403 and 1102). In addition, the work covers recent SEC Compliance and Disclosure Interpretations on the Form 8-K reporting obligation triggered by disclosure of certain financial information (see ¶1105). Finally, the 2009 Edition includes discussion of new NIRI standards for quarterly earnings releases (see ¶1103), the text of selected portions of those standards (see Appendix), and a timeline for preparing an earnings release (see Appendix).