Regulation FD: Selective Disclosure by Issuers

What this video covers

• Why Regulation Fair Disclosure binds the issuer, not the broker-dealer or private placement representative, and how to check which party a fact pattern is actually testing
• The four enumerated recipient categories that trigger the disclosure duty: broker-dealers, investment advisers and certain institutional investment managers, investment companies, and security holders where trading is reasonably foreseeable
• Why an officer, director, or employee who goes rogue and breaches a duty of trust or confidence to the issuer does not trigger the issuer's Regulation Fair Disclosure duty
• The distinction between intentional disclosure (simultaneous public disclosure required) and non-intentional disclosure (prompt public disclosure required), and why the exam loves to swap these two standards
• How the 24-hour prompt-deadline is measured from when a senior official knows, or is reckless in not knowing, that the disclosed information was both material and nonpublic, not from the moment of disclosure itself
• Which disclosures are excluded from the rule entirely: persons with a built-in duty of trust or confidence to the issuer, disclosures made pursuant to an express confidentiality agreement, and disclosures in a registered offering
• Why a standalone Regulation Fair Disclosure violation is not automatically a general antifraud violation, and how the exam tests this as a separate exposure