Companies Learn to Abide by Regulation Fair Disclosure

Apr 19, 2001, 01:00 ET from Foley & Lardner

    TAMPA, Fla., April 19 /PRNewswire/ -- In spite of rampant speculation
 about the potential consequences of Regulation Fair Disclosure (Regulation FD)
 when the Securities and Exchange Commission put it into effect in October
 2000, attorneys with Foley & Lardner believe their clients have adapted well
 to its requirements.
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20010118/FLTH001-a
              http://www.newscom.com/cgi-bin/prnh/20010118/FLTH001LOGO-b )
     "Our strategy was to familiarize our public company clients with the
 regulation's requirements and to offer advice on how best to ensure a smooth
 transition and minimal disruption to their daily operations," says Martin A.
 Traber, head of Foley & Lardner's corporate law department for Florida. "To
 date, we have seen no evidence of a 'chilling effect,' and in fact have
 witnessed quite the opposite, with an ongoing and substantial flow of
 information from the corporate sector."
     Foley & Lardner's Florida corporate and securities practice, with offices
 in Jacksonville, Orlando, Tallahassee, Tampa and West Palm Beach, has built a
 strong track record of representing both private and public companies, with an
 additional concentration on online infrastructure companies as well as
 technology and other companies that are migrating all or part of their
 business operations to the Internet.
     According to Traber, companies have extended their communications of
 material non-public information through the use of open or Webcast conference
 calls formerly limited to analysts and other investment institution
 representatives; additional press releases; greater use of SEC filings such as
 Form 8-K Current Reports; and Web site postings, although publishing
 information on a company's Web site alone is insufficient means of disclosure
 under the regulation.
     The dissemination of materials to comply with Regulation FD has caused
 some to complain that the resultant flood of information is potentially
 overwhelming to the average individual and creates difficulty in discerning
 important information from the immaterial.  Foley & Lardner's Steve Vazquez
 notes, however, that Regulation FD requires only that the information be made
 available to the public.  How the public reacts to it is outside the purview
 of the regulation.
     The ambiguities of Regulation FD will most likely be clarified as
 corporate America grapples with its meaning.  For example, a client recently
 sought Vazquez's advice on how to avoid potential violations during a routine
 investor conference. Among his suggestions were the distribution of speeches
 and presentations via an SEC filing in advance of the event. This establishes
 a base of public information from which issuers and analysts can speak without
 fear of selectively disclosing material non-public information.
     "Regulation FD does not bar companies from engaging in one-on-one
 conversations with analysts, but rather prohibits them from selectively
 disclosing information to them," says Vazquez.  "Therefore, as long as an
 adequate foundation is built and information made available to the public, the
 company is free to conduct the discussions with analysts."
     Traber concludes that companies are realizing that Regulation FD isn't the
 monster many feared it would be.  In fact, he believes many are achieving the
 dual goals of communicating widely with the public while still maintaining
 their relationships with analysts.  By opening the lines of communication in
 the most appropriate manner, they can keep their focus on corporate objectives
 and maximization of profitability and shareholder value, rather than on
 concerns about regulatory violations.
     Foley & Lardner has more than 900 attorneys and offices in Chicago;
 Denver; Detroit; Jacksonville, Fla.; Los Angeles; Madison and Milwaukee, Wis.;
 Orlando, Fla.; Sacramento, San Diego and San Francisco, Calif.; Tallahassee
 and Tampa, Fla.; Washington, D.C., and West Palm Beach, Fla., as well as in
 Brussels, Belgium. Its six firm-wide departments include Business Law, Health
 Law, Intellectual Property, Litigation, Regulatory and Tax and Individual
 Planning.  The firm's Web site can be found at www.foleylardner.com.
 
 

SOURCE Foley & Lardner
    TAMPA, Fla., April 19 /PRNewswire/ -- In spite of rampant speculation
 about the potential consequences of Regulation Fair Disclosure (Regulation FD)
 when the Securities and Exchange Commission put it into effect in October
 2000, attorneys with Foley & Lardner believe their clients have adapted well
 to its requirements.
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20010118/FLTH001-a
              http://www.newscom.com/cgi-bin/prnh/20010118/FLTH001LOGO-b )
     "Our strategy was to familiarize our public company clients with the
 regulation's requirements and to offer advice on how best to ensure a smooth
 transition and minimal disruption to their daily operations," says Martin A.
 Traber, head of Foley & Lardner's corporate law department for Florida. "To
 date, we have seen no evidence of a 'chilling effect,' and in fact have
 witnessed quite the opposite, with an ongoing and substantial flow of
 information from the corporate sector."
     Foley & Lardner's Florida corporate and securities practice, with offices
 in Jacksonville, Orlando, Tallahassee, Tampa and West Palm Beach, has built a
 strong track record of representing both private and public companies, with an
 additional concentration on online infrastructure companies as well as
 technology and other companies that are migrating all or part of their
 business operations to the Internet.
     According to Traber, companies have extended their communications of
 material non-public information through the use of open or Webcast conference
 calls formerly limited to analysts and other investment institution
 representatives; additional press releases; greater use of SEC filings such as
 Form 8-K Current Reports; and Web site postings, although publishing
 information on a company's Web site alone is insufficient means of disclosure
 under the regulation.
     The dissemination of materials to comply with Regulation FD has caused
 some to complain that the resultant flood of information is potentially
 overwhelming to the average individual and creates difficulty in discerning
 important information from the immaterial.  Foley & Lardner's Steve Vazquez
 notes, however, that Regulation FD requires only that the information be made
 available to the public.  How the public reacts to it is outside the purview
 of the regulation.
     The ambiguities of Regulation FD will most likely be clarified as
 corporate America grapples with its meaning.  For example, a client recently
 sought Vazquez's advice on how to avoid potential violations during a routine
 investor conference. Among his suggestions were the distribution of speeches
 and presentations via an SEC filing in advance of the event. This establishes
 a base of public information from which issuers and analysts can speak without
 fear of selectively disclosing material non-public information.
     "Regulation FD does not bar companies from engaging in one-on-one
 conversations with analysts, but rather prohibits them from selectively
 disclosing information to them," says Vazquez.  "Therefore, as long as an
 adequate foundation is built and information made available to the public, the
 company is free to conduct the discussions with analysts."
     Traber concludes that companies are realizing that Regulation FD isn't the
 monster many feared it would be.  In fact, he believes many are achieving the
 dual goals of communicating widely with the public while still maintaining
 their relationships with analysts.  By opening the lines of communication in
 the most appropriate manner, they can keep their focus on corporate objectives
 and maximization of profitability and shareholder value, rather than on
 concerns about regulatory violations.
     Foley & Lardner has more than 900 attorneys and offices in Chicago;
 Denver; Detroit; Jacksonville, Fla.; Los Angeles; Madison and Milwaukee, Wis.;
 Orlando, Fla.; Sacramento, San Diego and San Francisco, Calif.; Tallahassee
 and Tampa, Fla.; Washington, D.C., and West Palm Beach, Fla., as well as in
 Brussels, Belgium. Its six firm-wide departments include Business Law, Health
 Law, Intellectual Property, Litigation, Regulatory and Tax and Individual
 Planning.  The firm's Web site can be found at www.foleylardner.com.
 
 SOURCE  Foley & Lardner