Guide to Regulation FD and Insider Trading Reforms offers detailed discussion of the regulatory provisions, drawing from the adopting release, SEC staff interpretations, and public remarks by SEC Commissioners and other key officials. The Guide also examines best practices for Regulation FD compliance adopted by companies and their counsel. Also discusses the NIRI Standards of Practice for Investor Relations, which address the new demands of Regulation FD on companies and their investor relations officers. Includes full text of the rules, the SEC's adopting release, and recently-issued staff guidance from the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations.
Features and Benefits
Guide to Regulation FD and Insider Trading Reforms helps companies and their management, spokespersons, and other employees comply with the disclosure requirements of Regulation FD and the insider trading provisions of Rules 10b5-1 and 10b5-2.
Table Of Contents
Chapter 1: Regulation FD
Overview
Background of Selective Disclosure
SEC's Position and Adoption of Regulation
Covered Issuers
Persons Acting on Issuer's Behalf
Recipients of Disclosure
Material, Nonpublic Information
Intentional and Non-intentional Disclosure
Public Disclosure
Securities Offerings
Liability Issues
Enforcement Actions
NIRI Standards
U.K. Financial Services Authority
Best Practices
Chapter 2: Insider Trading Rules
Introduction
Awareness Standard
Affirmative Defenses
Misappropriation Theory
Appendix A: Text of Rules
Regulation FD
17 CFR 243.100
17 CFR 243.101
17 CFR 243.102
17 CFR 243.103
Insider Trading Rules
17 CFR 240.10b5-1
17 CFR 240.10b5-2
Appendix B: Adopting Release
Executive Summary
Selective Disclosure: Regulation FD
Insider Trading Rules
Paperwork Reduction Act
Cost-Benefit Analysis
Consideration of Impact
Final Regulatory Flexibility Analysis
Statutory Bases and Text of Amendments
Appendix C: SEC Staff Interpretations
Regulation FD
Rule 10b5-1