SEC Regulation FD requires that material nonpublic information be fully and fairly disclosed to all investors. For example, if a registrant selectively discloses material information to persons or entities such as securities analysts, money managers, activist investors, or other investors, the company must also disclose the information publicly. If the company intentionally discloses the material nonpublic information, it should make such information public at the same time as it provides the selective disclosure. If the company unintentionally discloses the information, it should provide such disclosure as soon as reasonably possible (i.e., within 24 hours or the start of the next day’s trading on a stock exchange such as the New York Stock Exchange, whichever comes later). Such disclosures should be provided broadly to the public (e.g., in a Form 8-K or, in certain circumstances, on the registrant’s Web site3). To foster compliance with Regulation FD and to prevent unintentional disclosures of material nonpublic information, registrants should consider educating management on Regulation FD and should establish strong investor relations and social media policies.
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