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Guide to Regulation FD and Insider Trading Reforms

By James Hamilton, Ted Trautmann
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Overview

Guide to Regulation FD and Insider Trading Reforms helps companies and their management, spokespersons, and other employees comply with the requirements of Regulation FD and Rules 10b5-1 and 10b5-2.

The guide offers detailed discussion of the regulatory provisions, drawing from the adopting release, SEC staff interpretations, and public remarks by SEC Commissioners and other key officials. The guide also examines various best practices for Regulation FD compliance that companies and their counsel have developed. In addition, the title discusses the National Investor Relations Institute (NIRI) Standards of Practice for Investor Relations, which address the new demands of Regulation FD on companies and their investor relations officers.

The book includes an appendix that reproduces the full text of the rules themselves, the SEC's adopting release, and recently-issued staff guidance from the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations.

Pages 132
Publish Date 08/01/2001
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780808006688
SKU 10028548-0001
Table of Contents

CHAPTER 1---REGULATION FD

Overview

Background of Selective Disclosure

SEC's Position and Adoption of Regulation

Covered Issuers

Persons Acting on Issuer's Behalf

Recipients of Disclosure

Material, Nonpublic Information

Intentional and Non-intentional Disclosure

Public Disclosure

Securities Offerings

Liability Issues

Enforcement Actions

NIRI Standards

U.K. Financial Services Authority

Best Practices

CHAPTER 2---INSIDER TRADING RULES

Introduction

Awareness Standard

Affirmative Defenses

Misappropriation Theory

APPENDIX A---TEXT OF RULES

Regulation FD

17 CFR 243.100

17 CFR 243.101

17 CFR 243.102

17 CFR 243.103

Insider Trading Rules

17 CFR 240.10b5-1

17 CFR 240.10b5-2

APPENDIX B---ADOPTING RELEASE

Executive Summary

Selective Disclosure: Regulation FD

Insider Trading Rules

Paperwork Reduction Act

Cost-Benefit Analysis

Consideration of Impact

Final Regulatory Flexibility Analysis

Statutory Bases and Text of Amendments

APPENDIX C---SEC STAFF INTERPRETATIONS

Regulation FD

Rule 10b5-1

Topical Index

About The Experts
Volumes