Selective Disclosure: Regulation FD
Chapters in this video
- 0:00 The water tank metaphor for MNPI
- 0:55 Who Reg FD restricts and the two audiences
- 2:24 The narrow registered offering exclusion
- 2:52 Intentional versus non-intentional leaks
- 3:54 The 24 hours or next NYSE open trap
- 4:38 Valid cure methods and the Form 8-K gold standard
- 5:54 Four real-world tripwires on test day
- 6:51 Rapid-fire exam recap
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
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 79 course also includes adaptive practice questions and spaced-repetition flashcards.