Regulation FD

In essence, Regulation FD requires that a public company's communication of material, nonpublic information be made in approved forms of public disclosure. The purpose of the regulation is to make all material information about a company available to all investors at the same time.Regulation FD addresses a practice known as "selective disclosure," in which companies provide inside information to market analysts, other securities-market professionals and shareholders before announcing the information publicly. Selective disclosure is very similar to the phenomenon of "tipping" that is at the heart of insider trading. In both situations, a privileged few use their access to corporate insiders to acquire information that they can use to turn a profit or avoid a loss, rather than having to rely on their skill, business acumen and/or diligence.

But while "tipping" and other forms of insider trading have long been subject to severe punishments under the anti-fraud provisions of the federal securities laws, selective disclosure was not expressly prohibited until the SEC's enactment of Regulation FD in 1990.

The topics covered in the course include:

• Overview of Regulation FD
• Regulation FD and insider trading
• Regulation FD in a nutshell
• Who is subject to Regulation FD?
• What is material, nonpublic information?
• To whom are disclosures prohibited?
• Fair disclosure methods
• Fair disclosure safeguards
• Other communications
• Violations