What 17 CFR Part 243 (Regulation FD) - Fair Disclosure of Material Nonpublic Information requires
Regulation FD (17 CFR Part 243) prohibits the selective disclosure of material nonpublic information by SEC-reporting issuers. Whenever an issuer, or a person acting on its behalf, discloses material nonpublic information regarding the issuer or its securities to certain persons outside the issuer (in particular brokers or dealers, investment advisers, investment companies, and holders of the issuer's securities where it is reasonably foreseeable they will trade on the information), the issuer must make public disclosure of that same information: simultaneously, in the case of an intentional disclosure, and promptly, in the case of a non-intentional disclosure. A disclosure is intentional when the person making it knows, or is reckless in not knowing, that the information is both material and nonpublic; promptly means as soon as reasonably practicable but no later than the later of 24 hours or the commencement of the next day's trading on the New York Stock Exchange after a senior official learns of the non-intentional disclosure. Public disclosure is made by furnishing or filing a Form 8-K, or by another method reasonably designed to provide broad, non-exclusionary distribution to the public. The duty does not apply to disclosures to a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker or accountant), to a person who expressly agrees to maintain the information in confidence, or in connection with most registered securities offerings. A failure to make a public disclosure required solely by Regulation FD is not itself a violation of Rule 10b-5 and does not affect the issuer's Exchange Act reporting status or registration-statement eligibility.
Pillar: Banking & Global Finance · Authority: U.S. Securities and Exchange Commission (SEC) · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/chapter-II/part-243
SHA-256 integrity: 726d8d5966f68eb92c19bf3736efe10d03d5f63f200ff266c3c71d4d603cc638
Primary Citations — 8 traced to source
- 17 CFR § 243.100(a) - general rule requiring public disclosure of selectively disclosed material nonpublic information, simultaneously for intentional and promptly for non-intentional disclosures
- 17 CFR § 243.100(b)(1) - persons to whom the selective disclosure rule applies (brokers or dealers, investment advisers, investment companies, and securities holders reasonably foreseeable to trade)
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