Help your public company communicate material information fairly, broadly, and consistently with Regulation FD and the federal securities laws.
For a public company, communication is a highly regulated act. Under SEC Regulation Fair Disclosure (Reg FD), if an issuer or a person acting on its behalf discloses material nonpublic information (MNPI) to covered market professionals or to security holders where trading is reasonably foreseeable, the company must make public disclosure simultaneously for intentional disclosures and promptly for non-intentional disclosures. Casual comments at an industry conference, a private dinner with an analyst, or an unvetted post on social media can create SEC enforcement risk, investor-relations problems, and avoidable market confusion.
At Ishimbayev Law Firm, we help executive teams and Investor Relations (IR) professionals manage public communications with more discipline and confidence. We build robust internal policies to prevent selective disclosure and help with prompt, practical remediation if a selective disclosure issue arises.
Drafting and implementing clear internal guidelines governing who is authorized to speak on behalf of the company, how to handle analyst inquiries, and protocols for participating in non-deal roadshows.
Pre-clearing earnings call scripts, investor pitch decks, Q&A talking points, and press releases to help identify and remove potential MNPI or misleading disclosure issues before materials are used.
Conducting focused, scenario-based training for CEOs, CFOs, and Investor Relations teams on how to interact with the financial community without crossing the Reg FD line.
If a non-intentional selective disclosure occurs, we help prepare prompt public disclosure, which may be made through Form 8-K, a press release, or another method reasonably designed to provide broad, non-exclusionary distribution, within the timing required by Regulation FD.
It Many law firms tell management simply “not to talk.” We believe in strategic communication. We provide practical guardrails that allow your CEO and IR team to actively engage with the market, pitch your story, and build institutional relationships safely.
The SEC heavily scrutinizes corporate use of X (Twitter), LinkedIn, and Reddit. We establish modern compliance frameworks that allow your company to utilize social media channels for investor outreach while taking account of Reg FD guidance on recognized channels of distribution and prior investor notice.
When a CEO accidentally slips up during a live Q&A, the clock starts ticking immediately. Our team acts as an extension of your C-suite, providing rapid legal triage and preparing curative disclosure within the applicable Regulation FD timing window and helping reduce enforcement and market-disclosure risk.
Reg FD compliance is closely tied to insider trading risks. By tightening how your company handles and releases MNPI, we also help reduce the risk of tipping or insider-trading concerns under Rule 10b-5.
Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision (e.g., pending M&A, earnings surprises, loss of a major client, or FDA trial results). It is “nonpublic” if it has not been disseminated in a manner reasonably designed to reach the marketplace and give investors time to absorb it.
Under Reg FD, if the disclosure was unintentional, the company must make a public disclosure of that same information “promptly.” The SEC defines “promptly” as within 24 hours or before the commencement of the next day’s trading on the New York Stock Exchange, whichever is later.
Potentially, but only if the company has adequately alerted the market that it intends to use those specific social media channels or its website as channels for distributing material information, and the method used is reasonably designed to provide broad, non-exclusionary access. We help companies properly establish and announce these channels to support compliance.
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