Ironically, an agency created to compel disclosure of material information to investors has morphed into the single most formidable opponent to disclosure of that information to investors.
In the United States, management and directors are liable only if they acted intentionally or with a degree of recklessness that approaches intentionality when either misstating or omitting material information for a disclosure other than in public offerings.
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This rule is designed to ensure that individual investors have equal access to information as large institutional investors, by prohibiting selective disclosure of material information.
This office works closely with our Division review staff to monitor whether the documents public companies file with the SEC include disclosure of material information regarding global security risk-related issues.
Although both the 1933 and the 1934 Acts proscribe various types of conduct, including incomplete or inaccurate disclosure of material information, as an administrative matter the SEC, through its rule-making authority and its regulatory responsibilities, dictates the specific kinds of minimal (and in some cases maximal) disclosure required by the specific provisions.
Given the nature of the relationship, it may not be unlikely that they are having a similar relationship with another party (or parties), and this can result in your confidential disclosure of material nonpublic information becoming significantly less confidential.
The SEC's latest report clarified that disclosure of material nonpublic information on the personal social media site of an individual corporate officer without advance notice to investors that the site may be used for this purpose is unlikely to qualify as an acceptable method of disclosure under securities laws.
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Another is that the grounds for exempting material from disclosure are narrower than under freedom of information law.
The Securities and Exchange Commission has authorized the use of social media channels for the disclosure of material, non-public information.
Largely, in my opinion, because of SEC disclosure laws regarding the release of material information via press release and wire service.
Facebook intends to use the investor.fb.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
In 1999, the U.S. Securities and Exchange Commission (SEC) proposed and later ratified Regulation Fair Disclosure to address selective releases of material information by publicly traded companies and other issuers.
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Listing every conceivable website or social network that might occasionally hold material information is a way of conforming to the letter of disclosure law, while deluging investors with so much chaff that no one benefits at all.
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The cases arise out of the disclosure of information by the Metropolitan Police relating to material forfeited by private investigator Glenn Mulcaire.
Announcing material information on Facebook , it stated, does not meet the SEC standard for disclosure.
The SEC thinks Hastings broke disclosure rules (Reg FD) that say companies must make material information available to all investors simultaneously via SEC filing or press release.
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Over the years, the SEC has subtly shifted from its traditional role of compelling disclosure to obstructing efforts to speed and broaden the flow of material information to investors.
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SEC, 463 U.S. 646 (1983), which established that, in order for a tipper to be held liable, they must not only have disclosed material non-public information, but have also received some personal benefit as a result of the disclosure.
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Complete and full disclosure of all material facts is the only way to ensure that clients will have all of the necessary information from which to make a prudent decision.
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