Selective Disclosure: Regulation FD

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What this video covers

  • Who Regulation FD covers (reporting issuers and persons acting on their behalf) and the two restricted audiences (securities market professionals and holders reasonably likely to trade)
  • What constitutes material nonpublic information (MNPI) in the context of selective disclosure
  • Why the registered offering exclusion is narrow and conditional, not a blanket exemption, and which communication types it actually protects
  • The difference between intentional and non-intentional selective disclosure, including why "reckless in not knowing" triggers the intentional standard
  • The cure timing: simultaneous public disclosure for intentional leaks versus promptly, defined as the later of 24 hours or the next New York Stock Exchange (NYSE) open, for non-intentional leaks
  • The valid methods for public disclosure under Reg FD, including why Form 8-K is the gold standard and why an invitation-only conference call fails the broad distribution test
  • The pre-notification requirement for investor relations websites to qualify as a regular disclosure channel

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