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Recent RegulationFD.Info - Articles, News & Announcements
Welcome to RegulationFD.Info Posted by DigitalDominion (2009/7/11)
Welcome to RegulationFD.Info - the new "Web 2.0" website providing a legal and business resource for SEC Regulation FD "Fair disclosure" via the Digital Dominion Network's Law and Business Network. This website is primarily focused upon serving legal, securities, and business professionals with an interest in SEC Regulation FD. The Digital Dominion Law and Business Network provides primarily user generated content contributed by readers or reprinted from public domain sources. Each website of the Digital Dominion Law and Business Network is a "Web 2.0" website which provide multiple opportunities for user contribution, discussion, and sharing on featured topics. Watch this site and other websites of the Digital Dominion Network as we roll out new features. Register as a user and take advantage of the opportunity we offer to promote your business, share information, news and announcements of your group or organization, interact with fellow professionals or businesses who share your interest in Regulation FD via the internet, and keep abreast of current developments.

The first step to use our features and the features of other member websites of the Digital Dominion Law and Business Network is to register as a user on our site. Then, as you explore RegulationFD.Info let us know what feature or news you want to share. Upon verification, we can give you privileges to input and post your news instantly.

Experts and professionals in a given topic may list themselves via our various "Professional Service Providers and Experts Directories" and receive free promotion via banners ads, links, the ability to post news and announcements, and grow their business via the world wide web.

Contributing writers may even profit by contributing content as qualifying contributors can earn financial rewards via Google Adsense or banner ad sales from clicks by visitors to the news, announcement and content you supply.

RegulationFD.Info is what is known as a "Web 2.0" website - i.e. a feature that is composed of contributions by those who view and participate in the site. Anyone can participate. In order to post, you must be a registered user of the website. Posting is subject to our Terms of Use as linked from the bottom of our Home Page. By posting, you adopt and agree to our Terms of Use and News and policies applicable to various features as a binding legal agreement. These include (i) a representation by you that the post is accurate, does not contain any copyright content of any third party unless you have the right to post it, (ii) a prohibition against any posting that is slanderous, illegal, containing "hate" material," (material expressing racial, religious, sexual orientation or other bigotry) or known to you to be untrue, (iii) a representation by you that if posting on behalf of an organization or other person, that you have the right to make such posting, (iv) an acknowledgement by you are aware that the information provided on this website is general and nature and does not take into account any facts or circumstances that may be unique to your personal situation or circumstances, (v) an acknowledgement and agreement by you that no duty of confidentiality arises or exist with respect to any information submitted to RegulationFD.Info or any other website in the Digital Dominion Law and Business Network whether by E-mail, posting, or otherwise, and (vi) an acknowledgement and agreement by you that to the extent that by use of this website or any other website in the Digital Dominion Law and Business Network, you engage in a communicative dialogue with any licensed professional attorney, accountant, financial advisor or otherwise, no client relationship of any kind or nature shall arise or exists and no such professional who post information or otherwise responds to you through or by means of RegulationFD.Info or any other website in the Digital Dominion Law and Business Network shall have any obligation, duty or liability to you whatsoever unless you and such professional enter into a separate agreement. Violators of our Terms of Use are subject to loss of posting and/or website access privileges. If you observe any posting which violates our Terms of Use, please notify us via our contact link (on the Home Page) and report the abuse and we will endeavor to promptly investigate and remove if appropriate.
  • [2011/4/3] SEC CHARGES OFFICE DEPOT WITH IMPROPER DISCLOSURES TO ANALYSTS
    U.S. SECURITIES AND EXCHANGE COMMISSION
    Litigation Release No. 21703/October 21, 2010
    Accounting Auditing Enforcement Release No. 3199/October 21, 2010
    Securities and Exchange Commission v. Office Depot, Inc., Civ. Action No. 9:10-cv-81239 (S.D. Fla. Oct. 21, 2010)

    SEC CHARGES OFFICE DEPOT WITH IMPROPER DISCLOSURES TO ANALYSTS

    The Securities and Exchange Commission today announced an enforcement action against Office Depot, Inc. for violating fair disclosure regulations when selectively conveying to analysts and institutional investors that the company would not meet analysts' earnings estimates. The SEC also charged Office Depot with unrelated accounting violations.

    Regulation FD requires that when issuers disclose material nonpublic...
  • [2010/6/9] SEC Updates Regulation FD Compliance and Disclosure Intepretations
    On June 4, 2010, the SEC issued several new and updated Compliance and Disclosure Intepretations, included new Compliance and Disclosure Intepretation 101.11 which privides guidance for private meetings between corporate officials and shareholders.

    The new interpretation is as follows:

    Question 101.11
    Question: Does Regulation FD prohibit directors from speaking privately with a shareholder or groups of shareholders?

    Answer: No. Regulation FD prohibits a company or a person acting on its behalf — such as directors, executive officers and investor relations personnel — from selectively disclosing material, non-public information to a shareholder under circumstances in which it is reasonably foreseeable that the shareholder will purchase or sell the...
  • [2010/1/15] Fair Disclosure, Regulation FD
    On August 15, 2000, the SEC adopted Regulation FD to address the selective disclosure of information by publicly traded companies and other issuers. Regulation FD provides that when an issuer discloses material nonpublic information to certain individuals or entities—generally, securities market professionals, such as stock analysts, or holders of the issuer's securities who may well trade on the basis of the information—the issuer must make public disclosure of that information. In this way, the new rule aims to promote the full and fair disclosure.

    SEC Statement 08/30/2004
  • [2009/7/7] Under Construction - www.RegulationFD.Info
    www.RegulationFD.Info - the Web resource for articles, news and developments about United States Securities and Exchange Commission Regulation FD is under construction - bookmark this site and watch as we roll out features.
Recent Articles from Contributing Authors
  • How to become a Contributing Author (2010/11/12)
    Interested Registered Users who desire to become regular contributing authors are invited to contact us via the "Contact the Webmaster" option under the "Main Menu" (left column) and provide your name, qualifications and expertise, and the topics or type content you propose to contribute. We will then contact you - Contributing Authors can have their own byline topic and are granted permission to regularly post articles.
Recent Regulation FD FAQ List
Find an Expert - Legal Counsel, CPA's, Software, & Others
Regulation FD 17 CFR 243 (as of January 13, 2010)

§ 243.100   General rule regarding selective disclosure

Title 17: Commodity and Securities Exchanges
PART 243—REGULATION FD
§ 243.100   General rule regarding selective disclosure.

(a) Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to any person described in paragraph (b)(1) of this section, the issuer shall make public disclosure of that information as provided in §243.101(e):

(1) Simultaneously, in the case of an intentional disclosure; and

(2) Promptly, in the case of a non-intentional disclosure.

(b)(1) Except as provided in paragraph (b)(2) of this section, paragraph (a) of this section shall apply to a disclosure made to any person outside the issuer:

(i) Who is a broker or dealer, or a person associated with a broker or dealer, as those terms are defined in Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a));

(ii) Who is an investment adviser, as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)); an institutional investment manager, as that term is defined in Section 13(f)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(f)(5)), that filed a report on Form 13F (17 CFR 249.325) with the Commission for the most recent quarter ended prior to the date of the disclosure; or a person associated with either of the foregoing. For purposes of this paragraph, a “person associated with an investment adviser or institutional investment manager” has the meaning set forth in Section 202(a)(17) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(17)), assuming for these purposes that an institutional investment manager is an investment adviser;

(iii) Who is an investment company, as defined in Section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3), or who would be an investment company but for Section 3(c)(1) (15 U.S.C. 80a–3(c)(1)) or Section 3(c)(7) (15 U.S.C. 80a–3(c)(7)) thereof, or an affiliated person of either of the foregoing. For purposes of this paragraph, “affiliated person” means only those persons described in Section 2(a)(3)(C), (D), (E), and (F) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(3)(C), (D), (E), and (F)), assuming for these purposes that a person who would be an investment company but for Section 3(c)(1) (15 U.S.C. 80a–3(c)(1)) or Section 3(c)(7) (15 U.S.C. 80a–3(c)(7)) of the Investment Company Act of 1940 is an investment company; or

(iv) Who is a holder of the issuer's securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information.

(2) Paragraph (a) of this section shall not apply to a disclosure made:

(i) To a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker, or accountant);

(ii) To a person who expressly agrees to maintain the disclosed information in confidence;

(iii) To the following entities solely for the purpose of determining or monitoring a credit rating:

(A) Any nationally recognized statistical rating organization, as that term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(62)), pursuant to §240.17g–5(a)(3) of this chapter; or

(B) Any credit rating agency, as that term is defined in Section 3(a)(61) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(61)), that makes its credit ratings publicly available; or

(iv) In connection with a securities offering registered under the Securities Act, other than an offering of the type described in any of Rule 415(a)(1)(i) through (vi) under the Securities Act (§230.415(a)(1)(i) through (vi) of this chapter) (except an offering of the type described in Rule 415(a)(1)(i) under the Securities Act (§230.415(a)(1)(i) of this chapter) also involving a registered offering, whether or not underwritten, for capital formation purposes for the account of the issuer (unless the issuer's offering is being registered for the purpose of evading the requirements of this section)), if the disclosure is by any of the following means:

(A) A registration statement filed under the Securities Act, including a prospectus contained therein;

(B) A free writing prospectus used after filing of the registration statement for the offering or a communication falling within the exception to the definition of prospectus contained in clause (a) of section 2(a)(10) of the Securities Act;

(C) Any other Section 10(b) prospectus;

(D) A notice permitted by Rule 135 under the Securities Act (§230.135 of this chapter);

(E) A communication permitted by Rule 134 under the Securities Act (§230.134 of this chapter); or

(F) An oral communication made in connection with the registered securities offering after filing of the registration statement for the offering under the Securities Act.

[65 FR 51738, Aug. 24, 2000, as amended at 70 FR 44829, Aug. 3, 2005 and at 74 FR 63865, Dec. 4, 2009]

 

 

243.101   Definitions.

Title 17: Commodity and Securities Exchanges
PART 243—REGULATION FD
§ 243.101   Definitions.

This section defines certain terms as used in Regulation FD (§§243.100 –243.103).

(a) Intentional. A selective disclosure of material nonpublic information is “intentional” when the person making the disclosure either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic.

(b) Issuer. An “issuer” subject to this regulation is one that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78 l ), or is required to file reports under Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)), including any closed-end investment company (as defined in Section 5(a)(2) of the Investment Company Act of 1940) (15 U.S.C. 80a–5(a)(2)), but not including any other investment company or any foreign government or foreign private issuer, as those terms are defined in Rule 405 under the Securities Act (§230.405 of this chapter).

(c) Person acting on behalf of an issuer. “Person acting on behalf of an issuer” means any senior official of the issuer (or, in the case of a closed-end investment company, a senior official of the issuer's investment adviser), or any other officer, employee, or agent of an issuer who regularly communicates with any person described in §243.100(b)(1)(i), (ii), or (iii), or with holders of the issuer's securities. An officer, director, employee, or agent of an issuer who discloses material nonpublic information in breach of a duty of trust or confidence to the issuer shall not be considered to be acting on behalf of the issuer.

(d) Promptly. “Promptly” means as soon as reasonably practicable (but in no event after the later of 24 hours or the commencement of the next day's trading on the New York Stock Exchange) after a senior official of the issuer (or, in the case of a closed-end investment company, a senior official of the issuer's investment adviser) learns that there has been a non-intentional disclosure by the issuer or person acting on behalf of the issuer of information that the senior official knows, or is reckless in not knowing, is both material and nonpublic.

(e) Public disclosure. (1) Except as provided in paragraph (e)(2) of this section, an issuer shall make the “public disclosure” of information required by §243.100(a) by furnishing to or filing with the Commission a Form 8–K (17 CFR 249.308) disclosing that information.

(2) An issuer shall be exempt from the requirement to furnish or file a Form 8–K if it instead disseminates the information through another method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public.

(f) Senior official. “Senior official” means any director, executive officer (as defined in §240.3b–7 of this chapter), investor relations or public relations officer, or other person with similar functions.

(g) Securities offering. For purposes of §243.100(b)(2)(iv):

(1) Underwritten offerings. A securities offering that is underwritten commences when the issuer reaches an understanding with the broker-dealer that is to act as managing underwriter and continues until the later of the end of the period during which a dealer must deliver a prospectus or the sale of the securities (unless the offering is sooner terminated);

(2) Non-underwritten offerings. A securities offering that is not underwritten:

(i) If covered by Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter), commences when the issuer makes its first bona fide offer in a takedown of securities and continues until the later of the end of the period during which each dealer must deliver a prospectus or the sale of the securities in that takedown (unless the takedown is sooner terminated);

(ii) If a business combination as defined in Rule 165(f)(1) (§230.165(f)(1) of this chapter), commences when the first public announcement of the transaction is made and continues until the completion of the vote or the expiration of the tender offer, as applicable (unless the transaction is sooner terminated);

(iii) If an offering other than those specified in paragraphs (a) and (b) of this section, commences when the issuer files a registration statement and continues until the later of the end of the period during which each dealer must deliver a prospectus or the sale of the securities (unless the offering is sooner terminated).

243.102   No effect on antifraud liability

Title 17: Commodity and Securities Exchanges
PART 243—REGULATION FD
§ 243.102   No effect on antifraud liability.

No failure to make a public disclosure required solely by §243.100 shall be deemed to be a violation of Rule 10b–5 (17 CFR 240.10b–5) under the Securities Exchange Act.

243.103   No effect on Exchange Act reporting status

Title 17: Commodity and Securities Exchanges
PART 243—REGULATION FD
§ 243.103   No effect on Exchange Act reporting status.

A failure to make a public disclosure required solely by §243.100 shall not affect whether:

(a) For purposes of Forms S–2 (17 CFR 239.12), S–3 (17 CFR 239.13) and S–8 (17 CFR 239.16b) under the Securities Act, an issuer is deemed to have filed all the material required to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) or, where applicable, has made those filings in a timely manner; or

(b) There is adequate current public information about the issuer for purposes of §230.144(c) of this chapter (Rule 144(c)).

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Terms of Use

Terms of Use for www.RegulationFD.Info

 As used in the Terms of Use ("TOU") "RegulationFD.Info"(sm) means all pages, files, images, information, intellectual property and interactive services offered under the internet domain URL "http://www.RegulationFD.Info" and all internet pages and content featured thereunder (this "Website"), and, as used hereafter and elsewhere in this website includes, without limitation, (1) Virginia Web Resources, LLC, a Virginia limited liability company which is the owner of this site, and its members, officers, agents and employees, and (2) contributors to the editorial content of this site.

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Policies - Effective January 1, 2007

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About

About www.RegulationFD.Info

This website is based upon the "Web 2.0" model of user contributed content and interaction. The purpose of this website is to provide useful reference links, resource material and information related to the relevant topic that is the subject of this website.  Our content is based primarily on the basis of user driven contributions and submissions.  As a general matter, any user may register on this website and immediately begin to access or contribute relevant content. Individuals and organizations desiring to contribute content on a regular basis may contact us to explore other more formal levels of participation which may include the ability to publish a regular column or blog via this website, to serve as a webmaster or editor, to advertise via this website, to moderate a discussion forum topic, or to explore other means to contribute.

This website is owned and sponsored as a public service new media and information resource by Virginia Web Resources, LLC, a "new media" organization which owns and sponsors a variety of informational oriented web sites and internet web services.

You may contact the webmaster of this website via the Contact menu option of the left sidebar on our home page (note, this is preferable to email since our spam filters exclude the vast majority of emails).  Contact information for Virginia Web Resources, LLC may be found at that organization's website at www.VirginiaWebResources.com


Copyright

Copyright & Notices of Claimed Copyright Infringement

We desire to respect the copyright and intellectual property rights of third parties and we ask that users and submitters of material or postings to our site do likewise. Our website Terms of Use require than all site users own or have the legal right to post any information they submit, and we hope that they will follow their agreement in that regard. We will remove content and postings that we believe may infringe the copyright or other intellectual property rights of others. In addition, we may cooperate with the owners of copyright and other intellectual property in the identification of those parties who infringe the copyright or other intellectual property rights of others.

If you believe that your copyright or other rights in any material has been infringed on this website, please notify our agent for Notice of Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2):

Robert Webb
Squire Sanders & Dempsey
8000 Towers Crescent Drive, Suite 1400
Tysons Corner, VA 22182

You must provide our agent with the following information:
 

  • Identification (please include the specific and complete URL) of the copyrighted work that you claim has been infringed;
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Privacy

Privacy Policy

The following summarizes how we will handle information we learn about you from your visit to our website. The information we learn depends upon what you do when visiting our site. Our Home Page and the Terms of Use linked thereon provide that by accessing, retrieving files from or sending files, form submissions or E-mail to and using our site you agree to be bound by those Terms of Use as a legal agreement.

We outsource virtually all our operations, support and functions to various third parties. Although we seek to disclose the policies and contractual and legal obligations of these providers, we disclaim any and all liability for failure to accurately disclose practices of those third parties (or of their
employees or contractors) which may vary from the policies and procedures described herein. Under our Terms of Use, you waive any liability on the part of this website and its owners, employees and agents for actions or omissions of third parties providing software, hardware or other support or services to us. Nonetheless, if you become aware of actions of such parties which you believe are not consistent with the Privacy Policy set forth herein, please notify us and we will endeavor to correct the situation.

    Via software provided by our web host provider we collect certain information automatically when you visit any of our site web pages. This includes the placement of "cookies" upon your computer so that we may track your visits to and activity upon our site based upon your originating IP address. Generally, your originating IP address does not disclose your personal identity, but merely identifies you as a user from your internet service provider or, for visitors accessing thru a business account, the internet domain of your business. Although we do not seek to solicit or otherwise obtain further identifying information, it is possible that this information, coupled with access to the IP address logs of your internet service provider could permit the future individual identification of you as a user. Other information will only be collected if you voluntarily submit that information by entry or registration and submittal or by accepting a "cookie" designed to gather and track certain information. Information collected may be aggregated and used for our purposes, however, unless expressly otherwise noted on part of our site at this time it is our policy that individual user information is not resold or otherwise made available to any third parties (other than consultants working for us on the development of this site) for commercial or other purposes without your express consent and acknowledgment of that possible use. We will, however, make information, available to law enforcement personal or whenever required by order or subpoena issued by a court or other regulatory or governmental body. Although we (1) disclaim any obligation to contest the validity of any such request order or subpoena, and (2) assume no liability for failure or inability to do so or to notify you, we will use reasonable efforts to notify you by E-mail (assuming we have your E-mail address), and if you wish to contest such request order or subpoena on bona fide grounds through valid use of judicial process through legal counsel acceptable to us, we will generally cooperate in such efforts.


If you visit our site to read or download information, we utilize software programs provided by our web server hosting services provider to collect and store the following information about you: the name of the domain from which you access the Internet (for example, aol.com, if you are connecting from an America Online account, or gmu.edu if you are connecting from George Mason University's domain); the date and time you access our site; pages within our site which you access, and, if applicable, the Internet address of the website from which you linked directly to our site. In addition, for repeat users of certain features on our site, the program offers you the option of having a "cookie" placed upon your own computer so that our computers will recognize you on repeat visits without need for re-entry of a password. If you share your computer with others, you may wish to consider whether or not you desire to use this feature as it could permit those other users to make posting under your name.  We use the information we collect to measure the number of visitors to the different sections of our site, to gauge the level of interest among visitors in various topics, and to help us make our site more useful to visitors.

You may personally identify yourself by registering, sending an E-mail or by registering for and participating in one of our features. You may provide other personal information by completing an online form and submitting that form to us.  We permit registration from any valid email address, and you may chose to use an anonymous email address or hide your name. Users are cautioned to be careful not to pose queries or responses which could disclose confidential information about and company or business, particularly insider information regarding publicly traded concerns.

To the extent you provide identifying information by posting to or participating in our bulletin boards, visible information posted by you will be generally available to other visitors to our site. As a registered user, you are given certain options about information that you chose to make publicly
available. Our site Terms of Use provide that by using our site you (and others) agree not to exploit or utilize information or E-mail addresses posted by others for commercial use. If you become aware of a violation of this term by any third party, please advise us.

Unfortunately, some users may not honor this policy, and it is possible that providing an E-mail address may result in "spammers" obtaining and using your E-mail address.

Our policies and terms of use are subject to change from time to time and you should check this page periodically for revisions.  Under our Terms of Use, by accessing our website you accept and agree to our Terms of Use as then in effect.

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