The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws.  The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. 

The Fourth Edition has been significantly revised and, among other topics, includes coverage of:

• The duties and responsibilities of corporate officials relating to the disclosure process
• The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions
• Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC’s efforts to improve disclosure effectiveness
• The developing need to consider disclosure of public interest matters, including the effects of climate change on a company’s business
• The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners
• State disclosure obligations of the board of directors under its fiduciary obligations to shareholders.

• The Problem of Securities Litigation
• Corporate Governance, the Board of Directors, and the SEC
• The Audit Committee
• The Formal Regulatory Regime
• Management’s Discussion & Analysis
• Internal Controls and Officer Duties
• Public Interest Disclosure
• Selective Disclosure, Regulation FD, and Dissemination of Material Information
• Informal Disclosure and the Antifraud Provisions
• Duty to Disclose
• Material Facts
• Speculative and Inchoate Developments
• Scienter
• Forward-Looking Information
• Dealing with Analysts
• Corporate Communication Policies
• Shareholder Communications and the Proxy Process
• Communicating with Beneficial Owners
• State Disclosure Obligations
• Table of Cases
• Index