Author Description

This book 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 2006 Edition includes detailed discussion of the SEC's securities offering reforms to the publicity restrictions on issuer communications around the time of a securities offering. These important reforms created several safe harbors to protect companies from liability for disclosures made during this sensitive regulatory period. The discussion also examines the impact of these reforms on investor roadshows, and explains an amendment to Regulation FD exempting certain offering-related communications. The new edition also discusses recent SEC enforcement activity involving Regulation FD, litigation over the confirmation of prior earnings guidance, recent court decisions examining the materiality of forward-looking statements, and the application of Securities Act provisions to electronic communications.