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?
Read more…
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.
Read more…
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.
Read more…
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.
Read more…
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
Earlier today the SEC Chairmen, Christopher Cox unveiled the successor to the form based EDGAR database. The new system is called IDEA (Interactive Data Electronic Applications) and will be built on an XBRL based platform that will give investors access to faster and more detailed financial information than ever before.
IDEA is the latest in a string of significant announcements that have come out of the SEC including, XBRL mandate and the guidance on web disclosure and RegFD. There have already been a number of posts regarding this announcement and it seems to be well covered by the financial media (see bottom of IR Web Report’s post – SEC unveils IDEA — and that’s all it is).
During the webcast Chris Vickerson, our CTO was involved in FT Alphaville’s liveblog discussion and also had one of his question answered by Christopher Cox. After the web cast the SEC home page was updated with a significant focus on IDEA. From the link on the home page there is an overview of IDEA that I’ve summarized below (emphasis is mine):
IDEA will at first supplement and then eventually replace the EDGAR system, which will become an archive of SEC filings made prior to the new era of financial reporting in interactive data format. The SEC has formally proposed requiring U.S. companies to provide financial information using interactive data beginning as early as next year, and separately has proposed requiring mutual funds to submit their public filings using interactive data.
The decision to replace EDGAR marks the SEC’s transition from collecting government-prescribed forms and documents to making the information itself freely available to investors in a user-friendly format they can readily use. Instead of sifting through one form at a time in EDGAR and then re-keyboarding the information to analyze it, investors will be able to utilize interactive data to instantly search and collate information to generate reports and analysis from thousands of companies and forms through IDEA.
The ease with which interactive data will make financial information more readily available also is expected to generate many new Web-based services and products for investors. IDEA’s launch represents a fundamental change in the way the SEC collects and publishes company and fund information — and in the way that investors and the markets will be able to use it.
Although there was nothing materially new announced during today’s webcast (no new technology or application were shown), IDEA is an important when viewed in the context of how disclosure is going to evolve over the next 5 years. The timetable to full maturity is 5 years out, and while it is being phased in EDGAR will remain an important component of the financial disclosure system. However, if we fast forward to market adoption of XBRL and IDEA there will be many new ways that companies will create and distribute disclosure to the market and there will be all sorts of new applications and methods for investors to benefit from this data. It certainly is an exciting time for our industry and we are very pleased to see the leadership Christopher Cox has shown in bringing the SEC into the age of the Internet.
Some Additional information on Interactive Data:
http://www.sec.gov//spotlight/xbrl.shtml
If you’ve had a chance to go through the 47 page guidance and specifically the section regarding “dissemination” of information and what “public” means in the context of RegFD and the corporate web site you’ve likely been left scratching your head thinking “ok, so now what?”The issue of what constitutes public information is one of the grey areas of the latest guidance. The purpose of this post is to try and provide some additional color to the guidance and help you understand what it is going to take in order to use your website as your “public” channel of disclosure under this new guidance.
To be considered “public” the corporate site needs to meet 3 criteria.
- a company web site is a recognized channel of distribution
- posting of information on a company web site disseminates the information in a manner making it available to the securities marketplace in general, and
- there has been a reasonable waiting period for investors and the market to react to the posted information.
For the purpose of this post I’m going to focus on the first two criteria.
From the guidance: Whether a company’s web site is a recognized channel of distribution of information depends on the steps that the company has taken to alert the market to its web site and its disclosure practices, as well as the use by investors and the market of the company’s web site
In general, for you to use your site as the main channel of disclosure it requires that you act like it is the main channel and that the market recognizes it as such. This means that you need to change the behavior of your company along with the perception of the market – which is going to take some effort. Here are a handful of suggestions (along with language from the guidance) for you to get started with:
Read more…
