On April 15th, Google issued an advisory release that instructed people to visit their IR website for their earnings and also included the following statement:
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.
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On Thursday April 1st, the Ontario Securities Commission (OSC) – the Canadian equivalent to the SEC, put forth allegations against Agoracom.com an online investor relations forum for seeding fake conversations throughout their investor message board community. The allegations describe a scenario of more than 24,000 fraudulent posts made by 670 different accounts. The papers filed by the OSC go into detail on how employees at Agoracom were required to posts under several different aliases and on occasion, conversed with themselves on the forums using different aliases. Agoracom has denied the charges and says they are without merit.
The founders of Agoracom are set to appear in front of the OSC at the end of April, where we assume we will all hear more details of the allegations and the defense of Agoracom. I, like many others, await more details before passing judgment on what really happened and to what degree fraud was committed (if at all).
In light of this recent situation, I wanted to take this opportunity to talk about the problems with message boards and the importance of transparency and trust and being successful online.
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On Friday August 14, 2009 the SEC released Compliance and Disclosure Interpretations regarding Regulation Fair Disclosure (Reg.FD). The following post is a direct lift from the SEC website: http://www.sec.gov/divisions/corpfin/guidance/regfd-interp.htm
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?
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Earlier this week www.uberceo.com released a study on the use of social media by Fortune 100s chief executive officers. The presentation has been included with this article.
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I read an article in today’s ROB entitled ‘Who’s reading insider e-mails? Try the IT guys’ that should send a strong message to issuers regarding their compliance risk management efforts.
Regulators revealed yesterday that an IT analyst with TD Securities Inc. bought shares in Synenco Energy, based on information he obtained while reading the personal emails of investment bankers working on a takeover bid. And of course, the fact that the emails were being monitored was invisible to all participants.
Apparently there have been a string of recent cases in which people outside the corporate inner circle have been accused of trading on information that was illegally obtained by reading confidential emails.
Although none of the top dogs knew this was going on, regulators say that firms are responsible for ensuring that critical email is not intercepted.
Had any of the companies mentioned in the article been using Q4 PRESS, nobody could have intercepted their emails for privileged information, because no confidential content is ever included within an email or its subject line.
Q4 PRESS allows internal and external teams to collaborate securely on confidential information – even on a BlackBerry . The Author or point person on the document controls who can be invited to participate and even controls who can be involved in specific segments of the document. Within each version, the entire process is completely transparent allowing all participants to view the comments and edits of one another.
No confidential information is ever transmitted via email. Subject lines are generic and even the message related to the document can be made secure.
With Q4 PRESS, everything is tracked in real time and is visible to all participants. The entire process can be overseen by a designated auditor/supervisor. A complete report of the entire collaborative process can instantly be generated viewed in a number of useful ways.
Compliance risk management officers take note – unlike the invisible IT administrator in the Synenco story, with Q4 PRESS there’s nowhere to hide!
January always inspires retrospectives on the good, the bad and the ugly of the previous year could you ever run out of content for 2008?
The 2008 Year in Review � Securities Litigation and Enforcement, is the first of a regular webcast series on related topics from Securities Docket(an online publication that tracks securities litigation and enforcement developments on a global basis).
This one hour presentation touches on all the big stories: the financial crisis; Siemens bribery; Mark Cuban and a host of other litigations (both successful and not); the Madoff scandal (could you have scripted it better – that the pronunciation of his name is: Made-off ?); the liability exposure of the major accounting firms; the culpability of the SEC in some of the year’s financial disasters and its need for a makeover…
Kudos to Securities Docket for assembling such an impressive speaker panel, all of whom have very worthwhile blogs – which inspired me to write this post: Read more…
As many of you know, over the past several weeks I have been speaking with issuers of all sizes across North America – both U.S. and Canadian inter-listed companies – regarding their transition to a web disclosure model.
Most of the companies I’ve spoken with are intrigued by the potential cost savings of disseminating their disclosure without the expense of newswires. Some of the companies I’ve spoken with are busy putting plans in place to meet the new SEC criteria. Others have been made to fear that adopting this method of disseminating information to the market would prevent them from attaining simultaneous disclosure.
Most are wondering what steps they need to take to transition to this model. Although I have dealt with this more specifically in previous blog posts, here is my 1,000 foot perspective:
1. Inform yourself of what’s possible from a technical standpoint and obtain opinions from a number of sources. To optimize web disclosure according to the SEC’s new guidance, your goal should be to investigate technologies that enable you to easily meet the SEC criteria while minimizing risk for your company. You may have to pay more than you do now for this technology, but taking control of your own distribution will allow you to reallocate some of your newswire costs to ensure a more effective web presence.
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Darrell and I had an interesting conversation with a securities regulator the other day regarding where legislation is headed as fallout to the financial crisis. (This is a topic of great interest to us and at times I find myself providing armchair observations.) Read a summary of the conversation: Read more…
Yesterday I posted about the importance of the controls over the vehicle in which corporate disclosure is distributed.As I mentioned, it wasn’t supposed to be about plugging our products, but as I was creating the post using Q4 PRESS I took a few screen shots throughout to be able to demonstrate how simple it was. Read more to see how simple it is to satisfy Reg FD for blog content with Q4 PRESS.
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On September 24, 2008, representatives from the Canadian Securities Administrators (CSA) will hold a free information session for industry participants and members of the media on the increasing use and importance of XBRL (eXtensible Business Reporting Language).
The information session will feature expert speakers from the CSA and the U.S. Securities and Exchange Commission (SEC) who will discuss recent proposals by the SEC for the mandatory use of XBRL, as well as the move to XBRL in Canada.
“As a business reporting language, XBRL will make it easier for investors and analysts to analyze financial information from a large number of different companies,” said James Turner, Vice-Chair, Ontario Securities Commission. “The CSA is supportive of XBRL and is hosting this event to help the Canadian marketplace gain a greater understanding of this exciting technology.”
Speakers:
- James Turner, Vice-Chair, Ontario Securities Commission
- David Blaszkowsky, Director, Office of Interactive Disclosure, SEC
- Peter Grant, Chief Information Officer, British Columbia Securities Commission
- Cameron McInnis, Chief Accountant (Acting), Ontario Securities Commission
Event Information:
- Wednesday, September 24, 2008 from 1:30 p.m. to 3:30 p.m. at the
Metro Toronto Convention Centre, South Building in Room 714
There is no charge to attend this event. For registration, please go to www.xbrl.ca/registration, or contact Joanne Platsis at the Ontario Securities Commission at 416-593-8222.
Those unable to attend are invited to listen or view the event live from the CSA website
www.csa-acvm.ca/html_CSA/xbrl.html