Google intends to make future announcements regarding its financial performance exclusively through its investor relations website.

Google is able to do this based on the SEC guidance from Aug 2008 regarding the use of websites for disclosure. This guidance states that under certain circumstances, companies can rely on their websites and blogs to meet public disclosure requirements under Reg FD.

As we all remember all too well, shortly after this regulatory change the market collapsed and this new channel quickly faded into the background, while most companies fought to survive the worst recession many of us have ever seen.

However, with 2009 behind us and the recovery underway, the first quarter of 2010 has seen the most activity on the web disclosure front yet, with a number of companies testing out new tactics. Let’s take a look at some examples.

BGC Partners (Nasdaq: BGCP)

BGC Partners, Inc. (BGCP 6.51, 0.00, 0.00%) , a leading global intermediary to the wholesale financial markets, today announced that it plans to issue an advisory release after the close of market on Wednesday, May 5, 2010, notifying the public that a complete and full-text financial results press release has become accessible at the “Investor Relations” section of http://www.bgcpartners.com.

Expedia (Nasdaq:EXPE)

Expedia, Inc. (Nasdaq: EXPE) today announced fourth quarter and full year 2009 results through a press release that is available now at http://www.expediainc.com/ir.

From Q4 Earnings Call – Seeking Alpha Transcript “You may also have noticed we have changed the way we are distributing our earnings release. Rather than put the release out over the newswire, we are pointing people to our IR site where they can pull down the PDF version. You should expect us to continue this practice going forward.”

Google (Nasdaq:GOOG)

MOUNTAIN VIEW, CA–(Marketwire – April 15, 2010) -   Google Inc. (NASDAQ: GOOG) has released its first quarter 2010 financial results. Please visit Google’s investor relations website at http://investor.google.com to view the earnings release. Google intends to make future announcements regarding its financial performance exclusively through its investor relations website.

Marathon Oil (NYSE: MRO)

HOUSTON, April 6, 2010 – Marathon Oil Corporation (NYSE: MRO) announced that the Company will begin issuing advisory news releases notifying investors and other interested parties when new and material information is available on its website, in compliance with the U.S. Securities and Exchange Commission’s guidance regarding “notice-and-access” news releases. With this change the issuance of full-text financial news releases via a wire service will be discontinued.

Reis (Nasdaq: REIS)

Reis, Inc. (Nasdaq:REIS), a leading provider of commercial real estate market information and analytical tools, announced that it plans to issue an advisory release before the opening of The Nasdaq Stock Market on Monday, March 15, 2010, notifying the public that a complete and full-text financial results press release has become accessible at the Investor Relations portion of Reis’s website (http://www.reis.com).

Tellabs (Nasdaq: TLAB)

NAPERVILLE, Ill., Jan. 26 /PRNewswire-FirstCall/ — Tellabs is announcing its fourth-quarter and year-end 2009 results and new quarterly dividend. A complete version of the news release is available at http://www.tellabs.com/news/2010/4q09.pdf.

We are certainly still in the early stages of web disclosure, however it is interesting to note that only Google has announced the intention to use its website exclusively and to no longer use advisory releases (aka “notice and access” press releases) . For the rest, each has moved to a shorter release with a link to their IR website for the details.

As expected we have heard from both sides of this debate, pro web disclosure and pro wire disclosure. Here are two of the popular posts:

Google moves to web disclosure for Reg. FD
http://www.irwebreport.com/daily/2010/04/16/google-moves-to-web-disclosure-for-reg-fd/

Is Google’s Latest Move Evil?
http://www.fool.com/investing/high-growth/2010/04/19/is-googles-latest-move-evil.aspx

In addition to the above posts I’ve been a part of two great discussions on the topic on LinkedIn. Both in the NIRI group (you have to be a member of NIRI to view) and also in the IR 2.0 group.  Each provides a good balance of opinion on the pros and cons of web disclosure.

In general, I think that only large companies with a significant following are a good fit for web disclosure. Companies like Google and other well known brands, have the ability to use their websites as a recognized channel of disclosure and can instruct the market to use their site and all available alert options (email, RSS, social) to keep abreast of news.

For most companies, either continuing to use a full-text press release alongside with posting it on their website or using an advisory/notice and access release are the two remaining options.

I am not against using press releases. In fact here at Q4, we use press releases when announcing big news.  I can easily say it is not a silver bullet, but used in conjunction with web and social channels, press releases can help increase awareness about your company.

Having said that, I think that the hybrid approach of continuing to use the wire to publish advisory releases that link to the IR website for detail(s) is where the market is headed.  The examples previously mentioned are an early indication that this approach may be the one most widely adopted going forward.

Using advisory releases gives companies the additional reach that a newswire can offer, while keeping costs down, and directing investors to the website for the details.  Linking to the website provides many search engine benefits for the company and gives them an opportunity to build direct relationships through subscription options like email, RSS and social channels.

It’s important to note, if you are going to direct investors to your site, you need to make sure it is ready for them.  IR website best practices, enterprise level hosting and accessibility + mobile access are all important areas to focus on to ensure that you can leverage the increased traffic to your site.

The benefits of using your IR website in this matter include:

• Improved disclosure & transparency – linking to your website allows you to share Excel files and formatted documents, which give investors more context and downloadable assets than reading the news on a third-party website.
• Improved efficiency –  putting the full-text release on the website allows you to manage only one version of the release and related financial tables , no longer will you have to juggle multiple versions with the newswire
• Increased investor traffic – linking to your website as a recognized disclosure channel will increase the number of investors to your website and allow you to provide more context  around your business
• Increased direct subscriptions and followers - with more investors visiting the website, there is an increased opportunity for them to register for email alerts, RSS and social updates –allowing you to build relationships directly.
• Reduced costs over time – moving to advisory releases reduces costs simply because these releases are shorter and commercial wires charge by the word.

We’re going to keep track of this trend and will report back in Q2.  If you know of other companies using these tactics, please include in the comments or share with us on Twitter or LinkedIn.

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“Due to Twitter’s innovative, yet immediate and informal, nature, tweets made by public companies and their employees may create a higher risk of violating US securities laws because the substance of each tweet may not be as thoroughly vetted as information that is disclosed through traditional channels of communication. Twitter’s appeal as a tool for companies to use to quickly dispense information to the public heightens these risks”.

Some of the issues brought to light have been widely discussed in the IR world (i.e. Reg FD).  However, they dig a bit deeper into other areas such as Exchange Act Rule 10b-5, which (like any other statement made by the company) would bind tweets by antifraud provisions.  They also confer on how companies should handle information that resides on Twitter (i.e. can stale information be deleted and/or archived somewhere).

The ideas they present are very thorough.  They even present some suggestions for combating these issues and provide a list of best practices at the end.  It is worth the read, but I thought I would provide a rundown of the main ideas.  Where applicable, I’ll also offer an Investor Relations (IR) perspective based on insights gathered from research Q4 has conducted on the use of Twitter for IR and in speaking with various IR professionals.

Reg FD

In a nutshell, an issuer must disclose material nonpublic information to everyone at the same time.  As we know, the most common way to do this is via a broadly disseminated press release or on a publicized call or webcast to which access is provided to everyone.  The article states that Twitter cannot substitute for other, more broadly used means for disseminating as it is unclear whether a tweet would be deemed a communication to shareholders or market professionals.  Therefore, companies should presume that Reg FD applies to tweets.

In my discussions with IR professionals, Reg FD is one of the top reasons why public companies don’t use social networks for IR.  So the authors are correct when they state that companies should surmise that tweets are governed by Reg FD.

Further, they go on to say, that on its own, Twitter does not distribute the information to the public in a broad, non-exclusionary way.  Therefore Twitter should not be considered a primary method of disclosing and disseminating information, but rather should only supplement the more traditional forms of disclosure and dissemination.  In our Twitter for IR report, we found that virtually all public companies are using Twitter as a channel to supplement traditional disclosure channels.

Best Practice Tip:

If a company is using Twitter in conjunction with some other method to disclose material information, the authors suggest they should provide advance notice with appropriate details, when for example, they are going to live-tweet their earnings call.

I would go on to add that if a company is using Twitter to supplement their other disclosure channels, they should say so.  For example, saying something like “Follow us on Twitter and provide the link: http://twitter.com/q4websystems” which can be easily included in a standard boilerplate or FLS used for press releases and other company documents shared with the public.  After all, why be on a social network if you aren’t going to disclose this to your key audiences?

Exchange Act Rule 10b-5

According to the definition provided in the article “This Act prohibits untrue statements of material fact and omissions of material facts that make what have been said misleading”.  In other words, just like any other statements made by the company, Tweets would be bound by antifraud provisions.  So, employees acting as company representatives are not exempt from any material misstatements or omissions by purporting to speak in their individual capacities.

The authors argue that “the casual and immediate nature of tweets and the appeal of being able to quickly disseminate information poses risk that a statement would create a Rule 10b-5 violation”. They also point out that Twitter’s 140-character limit could create additional risk due to a potential for misinterpreting a tweet based on its brevity.

There are a few ways that companies can mitigate the potential for shareholders misinterpreting a tweet:

• Preparing tweets in advance of the call. This is easily done by extracting key messages from the release and the script. Compiling the information for the tweets prior to the call will ensure consistent messaging and help mitigate the risk of tweeting anything that was not previously disclosed over an approved disclosure channel.
• Providing a link to the materials associated with the live event.  For example, providing a link to the press release and presentation would provide followers with the complete information for the call.

Some additional ways that will also help mitigate liability:

• Company policy that outlines exactly what employees can and cannot tweet about.
• Disclaimers that are provided on Twitter profile and on website about use of Twitter.
• Links to your own website and blog.  You could also reference a link that appears on a page on your website (which may appear in a list of other links) and provides the necessary disclaimers.

Archiving Information

The authors have some interesting observations regarding the information that is now housed on Twitter:

• The brevity that is required for a tweet limits a user’s ability to archive information or delete material that is out-of-date.  As previously mentioned, providing the disclaimer at the beginning of the call will help mitigate liability.  Hashtags are widely used by Twitter users to tweet conferences, quarterly calls and conduct on-line chats.  Hashtags allow users to follow along live.

They also allow a user to search by the specific topic at a later date and read the thread.  As far as dealing with information that is out-of-date the tweets are clearly time-stamped:

Also with respect to quarterly call tweets, companies like Weg S.A. make it easy to discern what quarter the tweet applies to:

• A post that is later viewed as problematic cannot be edited to include such disclaimers.  As previously mentioned, preparing the tweets using hashtags that specifically denote the session will help avoid confusion as to whether the information is new or not.
• Chronological representation of tweets inhibits the ability to archive historical materials and statements to a separate section of the Twitter page to store the information.  The authors specifically state “….historical statements…cannot be archived on a separate Twitter page to store the information”.  In my opinion, this is splitting hairs a bit, as Wikipedia broadly defines Twitter as “a free social networking and micro-blogging service that enables its users to send and receive messages known as tweets”.   Case in point, research we conducted on the use of Twitter for IR found that the majority of companies are primarily using Twitter for sharing links to materials that reside on their IR website already disclosed through Reg FD channels.  So providing a disclaimer on your Twitter profile that directs people back to your IR website will alleviate any notion that Twitter is the primary place that you post material information.  As for archiving historical statements I can say that hashtags would help a company archive statements pertaining to a specific event (as I have done this for webinars we have tweeted and was able to search for the specific event and compile the tweets).
• Hyperlinks to third-party websites exposes a company to liability if there is an inference that the company approved or endorsed the information.  The authors then go on to cite that the “SEC does not feel a disclaimer alone is insufficient to insulate a company from antifraud liability and encouraged issuers to describe the purpose of the link, use an “exit notice” or “intermediate screen” so that a user knows that the third-party content is not company information and avoid links to only favourable information”.

If this was applicable to tweets, there are a few issues that could be raised to dispute the enforcement of this by the SEC:

• Technically tweet an article or sharing other third-party information you are not linking back to your website, so it would be difficult to say that a company was “endorsing” the information that is being tweeted.  However, a company could preface the tweet by stating for example: interesting article from Wall Street Journal and then link to the article housed on the WSJ’s website.
• If users find interesting information they want to share, it can be retweeted.  Retweeting complicates the liability as should the onus apply to the person who initially provided the link and the person who RT’d it?  Tweets get retweeted all the time, so this would be an onerous policing undertaking for the SEC.

The authors have provided some good examples of potential compliance issues for public companies to consider for using Twitter as part of their corporate strategy.  While some of the arguments are stronger than others, it is important that you read and be cognizant of these issues so you can take the necessary steps to prevent liability problems.

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The focus of the paper is how online communication tools, in particular social media, are influencing the communication practices of corporate IR departments at public companies of all sizes. It also examines the question of why corporate IR departments have been slower to adopt social media communications tools than their marketing and corporate communications counterparts.

Dave currently splits his time between teaching public relations in the Department of Journalism and Mass Communication at Abilene Christian University in Texas and works as Director of Investor Relations and Corporate Communications for First Financial Bankshares, Inc. (Nasdaq:FFIN).

While I highly recommend that you take the time to view the presentation in its entirety (below), I have summarized some of the key findings.

LETTING OTHERS TAKE THE LEAD

The use of social networks by public companies has increased, although many companies are still sitting on the sidelines watching to see what evolves. The following stats indicate that the realm of investor relations has been slow in the adoption of social media:

• A study by Barnes and Mattson, confirmed that 57% of all large charities use blogs, compared with 41% for colleges and universities and only 16% for Fortune 500 corporations.
• The same study also found only 28% of the corporate blogs linked to Twitter accounts, 21% linked to corporate videos and only 10% linked to podcasts.
• An informal survey conducted by Bulldog Reporter’s IR Alert of 270 IROs and CFO’s, found that only 12.5% of respondents use social media to disseminate financial information to shareholders and the financial markets.
• Further, large companies (as defined in Bulldog’s study as those with $500 million or more of annual sales) fared even worse, with only 3% using social media as part of their IR communications.

The reluctance of IR departments to pursue social media is surprising given the evidence that institutional investors and analysts are using social media tools for both business and personal reasons:

• A survey of 455 analysts and institutional investors in July by the Brunswick Group found that 42% read blogs and that 20% stated they had used the information on a blog to make an investment decision or recommendation.
• The Brunswick study also found that 58% of its respondents believe social media will become increasingly important in helping them make investment decisions.

Institutional investors and analysts are already using corporate websites to seek out company information. A study by Rivel Research Group supports this, reporting that 75% of institutional investors look for information on corporate websites “weekly if not daily”.

Evidence is growing that institutional investors and analysts, already accustomed to searching corporate websites for information, are now turning to social media. For example, sites such as Seeking Alpha, the largest financial blog aggregator, has hundreds of blogs by ex-analysts, professional investors and fund managers.

LEGAL AND REGULATORY CONCERNS

While some IRO’s are sitting on the sidelines because they don’t yet see the value of social media, the primary holdback to adoption is both legal and regulatory issues.

The SEC has sent mixed messages since they issued their “Commission Guidance on the Use of Company Web Sites” in August 2008. On the one hand, the report praised the Internet for allowing companies to make information available to investors “quickly and in a cost-effective manner”. On the other hand, the same report cautioned that the antifraud provisions of federal securities laws apply to blogs and to electronic shareholder forums in the same way they do to traditional forms of corporate communication.

However, while the SEC may not have given the definitive green light to using social media for IR, some feel they are showing tolerance and they recognize that companies are still trying to figure out whether these newer forms of online communications fit into their broader communications strategy.

There is a general consensus within the IR field that social media is a supplement to existing disclosures and won’t replace news releases, SEC filings or conference calls in the near future, if ever. In a recent webinar hosted by Business Wire, Carol Stubblefield, a securities and corporate law specialist with Baker and McKenzie reinforced the aforementioned by stating “You should do social media on top of what you are already doing, not as a replacement”. She then emphasized the importance of establishing social media disclosure policies and informing employees about the company’s policy toward their use of Twitter, blogs and other channels for discussing company business.

SOCIAL MEDIA PIONEERS

Despite the ambiguity of legal and regulatory issues, a small-but-growing number of companies are using social media for IR. Within this group, Twitter has emerged as the early favorite due to its simplicity and ability to link back to news releases, conference call announcements and other disclosure information thatresides on the company’s website.

Research that supports this includes:

• A recent study by Q4 which identified that 55% (of a sample of 80 companies with Twitter accounts), are using Twitter for IR, with the companies mainly providing links back to their earnings release, conference call notice and webcast.
• A few of the companies included in the study – eBay and CGI group even live-tweeted the earnings call. Both of these companies type the tweets out ahead of time, which are derived from the conference call script, ensuring that they only post words on Twitter that are being communicated on the conference call.
• Other uses of Twitter by public companies include reporting from annual shareholder meetings (J&J and EMC Corp) and analyst days (eBay).
• Dell does have a Twitter account, but they are believed to have the first corporate blog dedicated to investor relations – each quarter, Dell records a video conversation (Vlog) with its CFO to announce and explain recently disclosed earnings results.

Robert Williams, Director of IR for Dell was interviewed for the report and said he’s “surprised” that more large-cap companies have not followed Dell’s lead and established IR blogs. He cites the following three reasons:

1. The small size of most IR departments. Unlike Dell, which has seven people on its IR team, the average company has only one or two employees dedicated to IR.
2. A lack of understanding about blogs. Williams said many corporate executives worry that blogs will be difficult to manage and that they won’t be able to answer users’ questions.
3. The fear of disclosure mistakes and shareholder lawsuits.

Williams feels that it would be hard for a small (one or two person) IR department to manage a blog along with all other expected tasks, but in a recent webinar he listed five things for larger companies to consider before starting an IR blog:

1. The blog should not be used as a substitute for news releases, SEC filings and the traditional means for communicating material information.
2. It must be credible by communicating factual and accurate information and avoid expressing opinions on investor issues.
3. It should be strictly for investor communications and should not be used for marketing the company’s products and services.
4. An IR blog can be an effective tool to counter misperceptions about the company without responding to specific rumors.
5. It’s important to view the blog not only as a means for distributing information, but as a way of listening to what your investors are saying.

Public companies who are using social media for IR are finding they can leverage their time and investment by coordinating their efforts using multiple social media tools together. For example, both Dell and eBay use Twitter to announce new postings on their blogs and Dell posts its Vlogs on YouTube. This can significantly expand the audience and drive more traffic back to their website and blog.

OTHER SOCIAL NETWORKS

As stated, more companies seem to be using Twitter for IR than are using Facebook, LinkedIn and YouTube. For example, although Facebook is being used by public companies the pages appear to be managed by corporate communications, PR or marketing departments, not by IR.

Many companies in this study were found to include links from their corporate websites or blogs to accompanying information on Twitter, Facebook, LinkedIN, Flickr and YouTube. No companies were identified that use MySpace for IR.

Another emerging category of tools are document-sharing or “content” sites that allow IROs to expand the distribution and improve the display of existing types of corporate documents, such as news releases, presentations and SEC filings.

For example, SlideShare is one of the more popular document-sharing sites that enable companies (and individuals) to post PowerPoint presentations, PDFs and other document formats on a public site where they can be viewed. In a recent webinar by Q4, SlideShare was described by Q4’s co-founder and CEO, Darrell Heaps as “the YouTube of presentations”.

SlideShare makes it possible for a company’s presentation to go “viral” and be spread from investor to investor, either via e-mail, embedding on a blog or website, or through a host of other tools.

Lastly, Docstoc is another document sharing site with an emphasis on content other than presentations such as news releases or reports, which can then be shared by readers or embedded on their website and blogs.

IR & SOCIAL MEDIA: LOOKING AHEAD

According to Dave, “A growing number of IROs already understand the potential of social media, and it may be only a matter of time before social media tools become as mainstream as websites and conference calls in modern corporate IR work. The SEC could encourage this development by providing more definitive instructions to guide companies as they chart their way through these new waters. Those instructions would help eliminate the most worrisome objection to the use of social media at this time, the fear of regulatory and legal risk. Hopefully the SEC will partner with NIRI, the stock exchanges and other interested parties to develop critical guidelines for the use of social media in corporate investor relations practice.”

I completely agree, and (without dating myself too much) remember the day when people worried about having conference calls – now the investment community raises an eyebrow if a company doesn’t have an earnings call! More direction is needed by the SEC – while some companies are taking the first steps and becoming pioneers in their use of social media, others need some guidelines to help them get started.

I previously blogged about tips that can help IROs get the C-suite on-side with adopting social media for IR. Perhaps if concrete guidance is put out by the SEC, IROs could use this guidance (in addition to research that shows that public companies are using social networks for IR), to provide to their legal and management teams as evidence that social media can be used effectively if executed within regulatory guidelines for IR.

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Regulation FD

Last Update: August 14, 2009

These Compliance and Disclosure Interpretations (”C&DIs”) comprise the Division’s interpretations of Regulation FD. Some of these C&DIs were first published in prior Division publications and have been revised in some cases. The bracketed date following each C&DI is the latest date of publication or revision.

Section 101. Rule 100: General Rule Regarding Selective Disclosure

Question 101.01

Question: Can an issuer ever confirm selectively a forecast it has previously made to the public without triggering the rule’s public reporting requirements?

Answer: Yes. In assessing the materiality of an issuer’s confirmation of its own forecast, the issuer should consider whether the confirmation conveys any information above and beyond the original forecast and whether that additional information is itself material. That may depend on, among other things, the amount of time that has elapsed between the original forecast and the confirmation (or the amount of time elapsed since the last public confirmation, if applicable). For example, a confirmation of expected quarterly earnings made near the end of a quarter might convey information about how the issuer actually performed. In that respect, the inference a reasonable investor may draw from such a confirmation may differ significantly from the inference he or she may have drawn from the original forecast early in the quarter. The materiality of a confirmation also may depend on, among other things, intervening events. For example, if it is clear that the issuer’s forecast is highly dependent on a particular customer and the customer subsequently announces that it is ceasing operations, a confirmation by the issuer of a prior forecast may be material.

We note that a statement by an issuer that it has “not changed,” or that it is “still comfortable with,” a prior forecast is no different than a confirmation of a prior forecast. Moreover, under certain circumstances, an issuer’s reference to a prior forecast may imply that the issuer is confirming the forecast. If, when asked about a prior forecast, the issuer does not want to confirm it, the issuer may simply wish to say “no comment.” If an issuer wishes to refer back to the prior estimate without implicitly confirming it, the issuer should make clear that the prior estimate was as of the date it was given and is not being updated as of the time of the subsequent statement. [Aug. 14, 2009]
Question 101.02

Question: Does Regulation FD create a duty to update?

Answer: No. Regulation FD does not change existing law with respect to any duty to update. [Aug. 14, 2009]

Question 101.03

Question: Can an issuer ever review and comment on an analyst’s model privately without triggering Regulation FD’s disclosure requirements?

Answer: Yes. It depends on whether, in so doing, the issuer communicates material nonpublic information. For example, an issuer ordinarily would not be conveying material nonpublic information if it corrected historical facts that were a matter of public record. An issuer also would not be conveying such information if it shared seemingly inconsequential data which, pieced together with public information by a skilled analyst with knowledge of the issuer and the industry, helps form a mosaic that reveals material nonpublic information. It would not violate Regulation FD to reveal this type of data even if, when added to the analyst’s own fund of knowledge, it is used to construct his or her ultimate judgments about the issuer. An issuer may not, however, use the discussion of an analyst’s model as a vehicle for selectively communicating — either expressly or in code — material nonpublic information. [Aug. 14, 2009]
Question 101.04

Question: May an issuer provide material nonpublic information to analysts as long as the analysts expressly agree to maintain confidentiality until the information is public?

Answer: Yes. [Aug. 14, 2009]

Question 101.05

Question: If an issuer gets an agreement to maintain material nonpublic information in confidence, must it also get the additional statement that the recipient agrees not to trade on the information in order to rely on the exclusion in Rule 100(b)(2)(ii) of Regulation FD?

Answer: No. An express agreement to maintain the information in confidence is sufficient. If a recipient of material nonpublic information subject to such a confidentiality agreement trades or advises others to trade, he or she could face insider trading liability. [Aug. 14, 2009]

Question 101.06

Question: If an issuer wishes to rely on the confidentiality agreement exclusion of Regulation FD, is it sufficient to get an acknowledgment that the recipient of the material nonpublic information will not use the information in violation of the federal securities laws?

Answer: No. The recipient must expressly agree to keep the information confidential. [Aug. 14, 2009]

Question 101.07

Question: Must road show materials in connection with a registered public offering be disclosed under Regulation FD?

Answer: Any disclosure made “in connection with” a registered public offering of the type excluded from Regulation FD is not subject to Regulation FD. That includes road shows in those offerings. All other road shows are subject to Regulation FD in the absence of another applicable exclusion from Regulation FD. For example, a disclosure in a road show in an unregistered offering is subject to Regulation FD. Also, a disclosure in a road show made while the issuer is not in registration and is not otherwise engaged in a securities offering is subject to Regulation FD. If, however, those who receive road show information expressly agree to keep the material nonpublic information confidential, disclosure to them is not subject to Regulation FD. [Aug. 14, 2009]

Question 101.08

Question: A publicly traded company has decided to conduct a private placement of shares and then subsequently register the resale by those shareholders on a Form S-3 registration statement. The company and its investment bankers conduct mini-road shows over a three-day period during the private placement. Does the resale registration statement filed after completion of the private placement affect whether disclosure at the road shows is covered by Regulation FD?

Answer: No. The road shows are made in connection with an offering by the issuer that is not registered (i.e., the private placement), regardless of whether a registration statement is later filed for an offering by those who purchased in the private placement. [Aug. 14, 2009]

Question 101.09

Question: Can an issuer disclose material nonpublic information to its employees (who may also be shareholders) without making public disclosure of the information?

Answer: Yes. Rule 100(b)(1) states that Regulation FD applies to disclosures made to “any person outside the issuer.” Regulation FD does not apply to communications of confidential information to employees of the issuer. An issuer’s officers, directors, and other employees are subject to duties of trust and confidence and face insider trading liability if they trade or tip. [Aug. 14, 2009]

Question 101.10

Question: If an issuer has a policy that limits which senior officials are authorized to speak to persons enumerated in Rule 100(b)(1)(i) – (b)(1)(iv), will disclosures by senior officials not authorized to speak under the policy be subject to Regulation FD?

Answer: No. Selective disclosures of material nonpublic information by senior officials not authorized to speak to enumerated persons are made in breach of a duty of trust or confidence to the issuer and are not covered by Regulation FD. Such disclosures may, however, trigger liability under existing insider trading law. [Aug. 14, 2009]

Section 102. Rule 101: Definitions

Question 102.01

Question: If an issuer wants to make public disclosure of material nonpublic information under Regulation FD by means of a conference call, what information must the issuer provide in the notice and how far in advance should notice be given?

Answer: An adequate advance notice under Regulation FD must include the date, time, subject matter and call-in information for the conference call. Issuers also should consider the following non-exclusive factors in determining what constitutes adequate advance notice of a conference call:

• Timing: Public notice should be provided a reasonable period of time ahead of the conference call. For example, for a quarterly earnings announcement that the issuer makes on a regular basis, notice of several days would be reasonable. We recognize, however, that the period of notice may be shorter when unexpected events occur and the information is critical or time sensitive.
• Availability: If a transcript or re-play of the conference call will be available after it has occurred, for instance via the issuer’s website, we encourage issuers to indicate in the notice how, and for how long, such a record will be available to the public. [Aug. 14, 2009]

Question 102.02

Question: Could an Exchange Act filing other than a Form 8-K, such as a Form 10-Q or proxy statement, constitute public disclosure?

Answer: Yes. In general, including information in a document publicly filed on EDGAR with the SEC within the time frames that Regulation FD requires would satisfy the rule. In considering whether that disclosure is sufficient, however, companies must take care to bring the disclosure to the attention of readers of the document, must not bury the information, and must not make the disclosure in a piecemeal fashion throughout the filing. [Aug. 14, 2009]

Question 102.03

Question: For purposes of Regulation FD, must an issuer wait some period of time after making a filing or furnishing a report on EDGAR that complies with the Exchange Act before making disclosure of the same information in a non-public meeting?

Answer: Prior to making disclosure of this information in a non-public meeting, the issuer need only confirm that the filing or furnished report has been accepted for filing on EDGAR and is publicly available on EDGAR. [Aug. 14, 2009]

Question 102.04

Question: During a nonpublic meeting with analysts, an issuer’s CEO provides material nonpublic information on a subject she had not planned to cover. Although the CEO had not planned to disclose this information when she entered the meeting, after hearing the direction of the discussion, she decided to provide it, knowing that the information was material and nonpublic. Would this be considered an intentional disclosure that violated Regulation FD because no simultaneous public disclosure was made?

Answer: Yes. A disclosure is “intentional” under Rule 101(a) when the person making it either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic. In this example, the CEO knew that the information was material and nonpublic, so the disclosure was intentional, even though she did not originally plan to make it. [Aug. 14, 2009]

Question 102.05

Question: Can an issuer satisfy Regulation FD’s public disclosure requirement by disclosing material nonpublic information in a speech at a shareholder meeting open to the public? The meeting will not be covered by the press, or webcast or broadcast by any electronic means.

Answer: No. Under Rule 101(e), public disclosure of information required to be disclosed by Rule 100(a) can be made either by furnishing or filing with the Commission a Form 8-K disclosing that information, or by disseminating 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.” A meeting that is open to the public but not otherwise webcast or broadcast by any electronic means is not a method of disclosure “reasonably designed to provide broad, non-exclusionary distribution of the information to the public.” [Aug. 14, 2009]

Question 102.06

Question: Does the mere presence of the press at an otherwise non-public meeting attended by persons outside the issuer described in paragraph (b)(1) of Rule 100 under Regulation FD render the meeting public for purposes of Regulation FD?

Answer: No. [Aug. 14, 2009]

Question 102.07

Question: What are the circumstances under which information posted on a company web site (whether by or on behalf of such company) would be considered “public” for purposes of evaluating the (1) applicability of Regulation FD to subsequent private discussions or disclosure of the posted information and (2) satisfaction of Regulation FD’s “public disclosure” requirement?

Answer: The Commission has provided guidance on both of these questions in its interpretive release, “Commission Guidance on the Use of Company Web Sites,” Exchange Act Release No. 58288 (Aug. 1, 2008). [Aug. 14, 2009]

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We had another great turnout and a lot of insightful questions at the end.  The team at Q4 did tweet the event, but we thought we would provide an overview of the salient points for those of you who missed it:

AGENDA

• Key trends
• Financial social networks and blogs
• Examples of companies using social media today
• How to get started
• Monitoring
• Risks

KEY TRENDS

1. In August of last year, the SEC issued new Reg FD guidance which “under certain circumstances” supported corporate websites and blogs as recognized channels of fair disclosure.
2. SEC also issued their support for shareholder forums.
3. Nielsen online report issued in March 2009, states that 67% of the global online population uses social networks and blogs – up from 58% the same time last year.
4. Study by Rivel Research Group in 2007 that states that 75% of pro investors use corporate websites weekly if not daily.
5. Slow decline in the number of sell side analysts are helping to push coverage and equity research to the social web.
6. Competition for capital is fierce – as there has been a steady decline in the number of IPOs in recent years.

All of these trends have helped to initiate a change in the market over time which has seen the increased use of the web and social media to communicate with key audiences.  Traditional channels are no longer effective on their own and companies who adopt these new channels are able to differentiate and compete more effectively for capital.

FINANCIAL SOCIAL NETWORKS AND BLOGS

Seeking Alpha – largest financial blog aggregator partnered with Yahoo!Finance; four million unique users/month (25% are institutional investors).

StockTwits – trading social network based on Twitter; has around 85,000 users, adding 500 a day; linked to whalewisdom and now available through Bloomberg.

Wikinvest – part of a new wave of contributor driven communities; finance portal; social interactive data.

EXAMPLES OF COMPANIES USING SOCIAL MEDIA TODAY

Q4 has been keeping a close eye on the use of social media and investor relations.  Part of our findings is that in addition to traditional channels of disclosure, Twitter seems to be one of the initial social networks companies are using.  For example, it is being used as a notification system linking to headlines and other content already posted on their websites.  All of the content that these companies share has been previously disclosed through RegFD channels.

A total of 12 examples of companies using Twitter were provided (note this was not an exhaustive list, but rather a sampling of a variety of sizes and sectors):

UPS; Catch The Wind; West 49; Johnson & Johnson; Dell; Ebay; Sun Microsystems; CGI Group; Shell; Chevron; Rio Tinto; Barrick Gold.

Blogs aren’t really that common, but the handful of companies using them (eBay, Sun and Dell) are doing a great job.  Facebook has not been used for IR purposes but more for marketing and HR.  Interestingly it is used the most to share pages.  Lastly, we have been monitoring LinkedIn but we haven’t seen any companies who use it as another communications channel as of yet.

SLIDESHARE AND OTHER CONTENT NETWORKS

SlideShare is a social content network that Darrell calls “the YouTube of presentations”.  There are thousands of IR presentations on SlideShare and they recently added an IR category.  Other content networks include DocStoc and Scribd.

Using content networks increases your discoverability and gives people the ability to make your content viral which means it can be shared, disseminated and republished across the web to millions of retail and institutional investors.

FIVE STEPS TO GET STARTED USING SOCIAL MEDIA

1. Good IR website and follow best practices
   a. The IR website must be viewed as the primary channel
   b. Self-publishing control allows you to be strategic
   c. Ease of use, accessibility and transparent communication
   d. “Why invest?”
2. Create compelling content (news, presentations, events)
3. Make it social and include it on your site – upload your content to social content networks and then embed your site + provide RSS feeds for News, events and presentations
4. Use Twitter like a ”notice newswire’
   a. Tweet about news, events and presentations and link to IR website
   b. Manually post updates and/or use RSS feeds to automate
   c. Start small, learn and expand conversations over time
   (only share content through Twitter that has been previously disclosed, do not use it as a primary channel for disclosure – basically anything that is on your website is ok to tweet about)
5. Monitor the web and evolve over time (free ways to monitor include google alerts and other free tools i.e. http://search.twitter.com, http://socialmention.com).

RISKS

• Disclosure of material information should follow Reg.FD guidelines
• All social channels must be treated the same as traditional channels (disclosure controls)
• Only previously disclosed information should be shared (social channels should not be used for initial disclosure of material news, only after disclosure has taken place)
• Risks are from innocent updates in social networks – travel example
• Social media policy and training are important to mitigating risk

I think it’s safe to say that anyone who is interested in social media knows a company that is using it quite effectively for marketing, advertising and PR.  What is not widely known is the number of companies who are using it and how they are using it for IR.  It is still in its infancy for use in IR and it will be interesting to see where it evolves.

Please click here  to view the presentation or video version of the webinar.

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Presentation on SlideShare:

Video posted on Vimeo (approx. 1 hour long) – our apologies for the echo (only for first 5 mins.) – we had some technical difficulties 

Social Media & Investor Relations Trends from Darrell Heaps on Vimeo.

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What follows is some of his advice to IR professionals for keeping pace in this rapidly changing regulatory environment.  He also discusses current challenges and opportunities and ways to address them. 

CHALLENGES & OPPORTUNITIES

Combating External Communications 

Regulation is evolving so rapidly it has become one of the key challenges for IROs right now.  All of these regulations clearly have an impact on how companies are currently conducting business and IROs should be good at:

1. Staying at the forefront of communications and keeping on top of what is being said externally about the company.
2.  Taking that information back to management and incorporating this into your strategy for dealing with shareholders.

Doing More With Less

The current economy has imposed budgetary constraints on companies which has made looking for ways to “do more with less” another key challenge.  Some ways to be more efficient and effective include Notice and Access tools and making improvements to your IR and corporate website.  The IR website is the dominant channel for investor communications and is one of the first places that investors, analysts and the financial media go to for company information.  So it is extremely important that is conveys your investment proposition and outlines your business strategy so potential, current and long-term shareholders have current and up-to-date information at a click of a mouse.

NIRI understands the importance of the website, as they will be launching a new version of theirs in mid-July.   They want members to use it as a first access point and are slowly revamping how information is laid out.  For example, they will group information they put out in categories or ways members will naturally go about seeking that information. The changes are expected soon.

Shareholder Communications

Another challenge facing IROs is how they communicate with shareholders.  Social networking can increase audience reach and allow companies to get to know their shareholders better through direct interaction – as traditional press releases, earnings calls and corporate presentations can be viewed, shared and disseminated on Twitter and discussed on blogs.

Jeffrey sees IR as the gatekeepers in social media and with companies slow to adopt these tools, feels IROs are well positioned to take the lead on implementing this into their communications strategy. “I think IR is in position to work with it. Whether we like it or not, this will happen around IR people. It will touch IR in a way where you can’t be sheltered. So you will have to deal with it—and it’s a good idea to start in a position of leadership, instead of waiting for it to happen to you.”

To summarize, in the coming year, there are three areas that he feels IROs will have to improve their professional skills:

1. Legal – as the leader in FD compliance, IROs must keep apprised of all of the regulation changes and stay on top of understanding what those changes mean. 
2. Social Media – IROs “must understand those communication vehicles. It’s incumbent for any IR person to try blogging, Twitter and using social mediums to bring the discussion back to company. Become an expert in it—that’s my advice now. That also relates to the regulatory and legal side. By understanding this, you can understand how to use it in compliance with Reg FD.
3. Financial Education – IROs need to become educated on alternative trading systems such as dark pools to help them understand who is trading their stock.

All of the aforementioned are ways in which IROs can increase their importance within the company.  For example, staying on top of all the regulatory changes can help elevate you to a key resource within the company.  Secondly, being proactive and communicating in social media forums will help you build better relationships with shareholders and increase your company’s profile.  It may also help you address contentious issues and address them head on in a timely manner before they escalate into a crisis.  Lastly, keeping apprised of alternative trading systems will help you understand  who your investors are and may even provide insights on the hedgers in these areas.

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NIRI Webinar - Trends in Technology and Disclosure

NIRI recently held a Webinar entitled “Trends in Technology and Disclosure.” Three IRO’s from Microvision, BGC Partners Inc., and Sun Microsystems each discussed how they have integrated social media tools such as corporate blogs, implemented notice and access releases and enriched investor communication portals to enhance and increase interaction with shareholders.

Microvision – Corporate blogging

The first speaker was Tiffany Bradford, IRO of Microvision who was at the forefront of implementing the company’s corporate blog initiative.  As she is the only person in the IR department, she (along with other key members of management) was spending quite a bit of time on the phone with investors.  Having worked internally in IR, I can tell you that this can be a time consuming task.  As a result, she began looking into cost-effective solutions that would enable communication of non-material information to a broader audience.  In order to gain buy-in from management, she armed herself with research of what other companies were doing and what would work the best for the company.  The end result was a multi-author blog with representatives from communications and marketing entitled “The Displayground” which links to media articles, product demonstrations, customer testimonials and anything that supports and enhances understanding of the Microvision story.

The blog took six months to implement, but they are seeing some worthwhile returns.  For example, a week prior to issuing their Q4 and year-end results, Tiffany via a posting on the blog, proactively asked investors what questions or issues they would like addressed.  In total, about 26 people responded which is proof that adding a blog to your corporate website can increase interaction with key audiences!

BGC Partners – Notice and Access Earnings

A second trend that was discussed was the use of Notice and Access for material releases by Jason McGruder, IRO of BGC Partners, a small-cap inter-dealer broker of financial instruments.  In response to the SEC’s Interpretative Guidance on the use of websites issued in 2008, in February of this year, BGC issued the date of its earnings release announcement and took this opportunity to notify investors that they would no longer be issuing via a newswire.  Instead they would be sending out a shorter release with embedded links to the full release that would be posted on BGC’s website.

Others who have adopted this approach have cited it is cheaper as the fees to disseminate earnings announcements over the wire are in the thousands – which are not necessary especially since stats have shown that a company’s website is one of the first places a current or potential investor visits to gain current information. While Jason acknowledges the cost savings, the initial reason he went this route was to save time.  After going through the process once, he also cites it is easier to correct potential errors (as one does not have to rely on an external party to format for dissemination over the wire) and there is only one complete version to prepare for the website.

In spite of this (and the fact this was their first time issuing an advisory release), they made sure that the full release was readily accessible in different areas of the website.  They also converted the release to both HTML and pdf format and extracted the financial tables into excel to make them easier to download.  With the learning curve behind them, issuing their next earnings release should be even more efficient.

Sun Microsystems – Investor Communications Portal

Lastly, Paul Ziots and Angela Zing, the IR team at Sun Microsystems gave some insight on the development of a rich portal of investor information dubbed “Official Investor Communications Portal.” Essentially it is a subset of the IR website which was created as a central source of material information.  It allows investors to subscribe to the information using RSS feed readers and twitter.  It is easy to navigate and a lot of thought was put into what information should be highlighted (i.e. recent news releases, SEC filings, CEO blog postings).  It really is a great example of how social media can be easily integrated into an existing website.

The success that each of the three companies have had in adopting corporate blogs, implementing notice and access releases and creating enriched investor communication portals is a testament that IR websites are a valuable tool to interact with key audiences and make it easy for them to access material and non-material information.  If you haven’t taken the time out already, I encourage you to listen to the webinar.  It was very insightful and may inspire you to conduct an audit of your own website to show you how easy it is to integrate some of these popular social avenues.

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As a follow up to this, I contacted Jason McGruder, VP Investor Relations at BGC Partners to find out why his company decided to utilize notice-and-access, how the process went and what the feedback had been from the market. Finally, I also asked what best practices Jason and his team could share so that other companies considering this approach could learn from their experience.

**Interview**

Why did you decide to use a Notice-and-Access model?

It was really all about expedience. In smaller companies like BGC Partners, earnings typically are completed the day of the announcement, so there is always a big time crunch. The challenge in putting your full release across the wire is that you need to have two versions of the document: one internal Word version and another that the newswire converts to text.  This, then requires that you keep both versions in sync at all times.

As you approach the deadline; there are inevitability changes to the word version which then have to be coordinated with the newswire version. The problem is even bigger if the change relates to one of the many financial tables.  One number moves and you have to update multiple documents, which increases the risk of errors and requires a lot of time, both internally and with the newswire to get it right.

Once we learned of the SEC’s new guidance and how notice-and-access could work, I immediately thought of how much simpler it would be to only handle one version of the document.  As it turns out, using a notice and access model and only dealing with one version of the document, was a huge time saver.

It�s quite interesting that efficiency was the main reason, what about cost savings?

Cost savings is certainly an added bonus. On average, we were paying about $5,000 per earnings release. With a notice-and-access model, the cost dropped to under $500-$1,000. The $20,000 annual cost on earnings releases alone, is enough to fund an analyst day at a nice hotel each year, which is a far better investment in terms of investor relations.

Can you walk me through how the process worked?

About 6 weeks before our earnings, we did a test run with a notice-and-access release for an analyst day.  (This test helped us see that we needed to put http:// before any URL. This ensures that the link works on any system, including Bloomberg.) We then put a press release out a week before the earnings release, announcing that it was going to be in a notice and access format.

We had planned for the release to go out at 5:15 PM on Feb 26, 2009. Leading up to that time we worked with our vendors to get the content ready for both the internal and IR website. Once ready, we notified NASDAQ and provided them with both the notice release and the full release, along with instructions explaining how the notice-and-access would work.  NASDAQ knew other companies were going to be using this type of model soon, so they were open to it and gave us the go ahead.

Around 5:15 PM, the notice was put out on the wire and the PDF went live on the site.  Shortly thereafter, we converted the text of the release to HTML and linked to an excel doc for all the financial tables. Using Excel for the financials made it much easier to get the HTML version online and as it turns out, was a preferred format for the analysts. Moving forward we are planning to simultaneously provide HTML/Excel  and PDF versions.

What was the response from the media, analysts and your investors?

This was very much a non-event. Not a single person from the media or analyst complained about having to click to get to the release. All of the typical media outlets, web sites and analysts treated the news as normal.  There was no feedback, positive or negative from any of our investors or stakeholders.

Analysts did comment that they loved the downloadable excel doc for the financial tables. They said it made it a lot easier because when tables are in the release, it’s a pain to copy and paste text financials into excel.

Because there are other companies in our space such as MarketAxess that use a notice-and-access approach to announcing their monthly volumes our analysts may have already been comfortable with the format. But in general, I think notice-and-access just simply makes sense – there isn’t anyone who doesn’t understand how to click a link.

Once the notice passed the wire, I emailed all the analysts and the PR team did the same to their list. The email included the full-text of the release and the excel tables. I can’t see how it could have been any easier than sending them the release directly. We gave them every possible way to get the content.

Internally the finance team was very pleased to only handle one version of the release. Before we went ahead with anything, I reviewed everything with legal and they were OK with it. So there were no problems internally and everyone was pleased with the output.

Do you have any best practices that you can share for those considering Notice-and-Access?

1. The first time you do this, put out a press release a week before the actual release announcing that it is going to be in a notice-and-access format.
2. Be sure all links have http:// in front of them (www.company.com doesn’t work in all systems).
3. If your IR web site is hosted separately from your main site put the links on both the IR and main site, just to ensure the release will be available even if something crashes.
4. Once the notice crosses the wire, email the full release (along with excel tables) to your mailing lists.
5. Be sure to only include clean URL’s in the notice release i.e. http://www.bgcpartners.com/ir and don’t use URL’s that are messy like: http://phx.corporate-ir.net/phoenix.zhtml?c=209058&p=irol-newsArticle&ID=1260718&highlight=
6. In the notice release include the text  if you can’t click on the link then copy and paste in the URL into your browser  just to make it as easy as possible for the reader to link through to the site.

Do you think a benefit of Notice-and-Access is having investors visit your site where you can provide more context to the news?

Using notice-and-access does provide the ability to provide more context and it does help to drive people to your site. However, I haven�t checked web site page views since the release so I don’t know how much impact it has had in this case.

Will you continue to use Notice-and-Access for your news?

Yes 100%. For our next one we’ll use notice-and-access again but will provide an HTML version with Excel tables on our site rather than just a PDF . The notice-and-access model is less error prone, takes less time and resources and saves money so it just makes sense to continue using it for earning releases.

How about web site only disclosure? Any plans on that front?

Web disclosure is likely years away because our web site is not highly followed. Using notice-and-access is quite inexpensive and gives us all the benefits of disclosing through the web but without the grey area of how to disclose solely through our website. Because we are a very legal focused company, we will likely be a late adopter to web only disclosure. This would be different if we were a highly followed company. We’ll wait to see how others implement before going this route. For now, notice-and-access is the perfect model for us.

Thanks Jason, is there anything further you’d like to share with our readers?

If you are NIRI member, be on the lookout for a web panel discussion on this topic by NIRI national.

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Instead some are taking steps to transition and ensure that they can meet the SEC’ s criteria (which contrary to what some people would have you believe, doesn’t mean you can just bury information in the bowels of your site and never tell a soul).

So for those of you who take comfort in knowing that others have gone before you, here’s a bit of news on some who are leading the way as well as thoughts on how to improve their approach:

BGC Partners, Inc. (Nasdaq: BGCP) is a global inter-dealer brokerage firm who on Tuesday issued the following announcement .  In compliance with the U.S. Securities and Exchange Commission’s recent guidance regarding  notice-and-access news releases, the company plans to discontinue issuance of full-text financial news releases via a wire service and will issue only advisory press releases notifying investors when new and material information is available on its websites.  (Part of the transition I referred to earlier, is the use of notice-and-access news releases.)

Coupled with this, BGC also offers RSS feeds and email alerts to push information out to interested subscribers (who don’t have to keep checking back on their web site  another myth). That said, BGC has made reference to their web sites where the full text release will be posted, but the links they provide are not active.

Dominic Jones of IR Web Report expresses a few other concerns regarding BGC’s readiness, mainly regarding the limitations of IR web site template solutions, and specifially the Thomson Reuters platform:

• the Thomson platform does not include time-stamping or a change log
• RSS feeds included faulty time stamps
• there was no way for issuers to post content to go live at a precise time – they would have to do this manually

Previously on our blog I made mention of Q4 WEB’s comprehensive, time-stamped and easily searchable record and how it differs from other market offerings. Had BGC been using our product, these issues would not exist.

Dominic also twittered about a few other companies who have been making use of notice-and-access releases for some time, Dundee Wealth here’s an example from their November 16, 2006 Q3 results. And of course my favourite, Warren Buffet’s Berkshire Hathaway , parent company of Business Wire.

Further along the continuum in web disclosure, General Motors announced on its global media web site that it was cutting 10,000 jobs. Although Robert MacMillan of Reuters felt that the information should have been distributed through a newswire, rather than just release it on a “company web site”,  he failed to check his facts on just how widely GM’s media site is followed . I spoke with Tom Wilkinson, GM’s Director of News Relations regarding the release. He said that “most of the big automotive companies have media sites that are widely followed by analysts and news journalists, and that GM has been issuing news through its media site for more than 10 years.’ In addiition to posting the information on their site, they also disseminated it through email alerts and RSS feeds to thousands of subscribers. Tom said, “we released the information this way because we were confident that with our following, the information would get out to the market quickly”.

And it did. Within minutes it was on major news portals, twitter and auto enthusiast websites. It was picked up by all the major papers and news broadcasters So, the real point isn’t whether you use a newswire but rather, if your company is widely followed and the topic is newsworthy, it will get picked up – which is exactly why the SEC recognized the need to issue new guidance.

The lesson from GM is that what’s needed to aid news dissemination is to get people to follow you. This supports the importance of building a subscriber base and transitioning to a web disclosure model over time, while you use notice-and-access releases and other methods to let the market know where you disclose your information, and how they can receive automatic updates.

Nobody said that an effective web disclosure model was going to happen overnight but the tide is beginning to turn. Stay tuned!

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