Lugar de Noticias Haynes and Boone

Handling disclosure in today's marketplace
05/12/2000
Nicholas Even

Summary
The act of "selective disclosure" by companies to analysts has long been viewed as a problem area for corporations by the SEC. Moreover, the courts have developed a doctrine of "analyst entanglement," by which a company may be liable for pronouncements made by an analyst if the company used the analyst as its mouthpiece. Unfortunately, shareholder class actions now routinely include allegations that the defendants misled the market by communicating misleading information to (or through) analysts or by endorsing misleading analyst projections or estimates. The SEC's new Regulation FD (fair disclosure), aimed at banning all selective disclosure of material information by public companies, provides that any disclosure of material information must be made by at least one of the following: filing the information with the SEC, issuing a press release or providing public access to a conference call or meeting.

The full article can seen on Dallas Business Journal web site at: http://dallas.bcentral.com/dallas/stories/2000/05/15/focus3.html