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Below is an article on the SEC's ruling regarding selective disclosure
earlier today. The article includes quotes from both SEC Chairman Arthur
Levitt and Louis M. Thompson, Jr., president and chief executive officer of
the National Investor
Relations Institute. Investor Broadcast Network's Vcall service can assist
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SEC Votes in Market Disclosure Ban
August 10, 2000
By The Associated Press
WASHINGTON (AP) -- Over protest by the brokerage industry, federal
regulators on Thursday adopted a new rule that bans the tradition of company
officials disclosing information to selected Wall Street analysts and big
investors before making it public.
The Securities and Exchange Commission received a record 6,000 or so
comment letters and e-mails on the proposed rule, known as ``Regulation FD''
for fair disclosure. Many of the comments were from individual investors;
most of them were in support.
The brokerage industry is strongly opposed to the proposal, saying it would
chill companies' communications with the markets, while consumer groups
support it.
The SEC voted, 3-1, to adopt the rule. It will take effect 60 days after
publication in the Federal Register, which is expected within a few days. In
a rare dissent,
Commissioner Laura Unger said she shared the goal of ensuring that markets
are fair and open for all investors but believed the rule as written ``casts
too wide of a net.''
Fair and open markets do not require that all participants have access to
exactly the same information, Unger suggested.
Under the rule, if a company discovers that it has unintentionally disclosed
significant information selectively, it would have to make the information
public within 24 hours. If the disclosure was intentional, the company would
have to immediately make a public statement.
Companies found to have violated the rule would be subject to civil
injunctions and/or fines.
Critics of selective disclosure, including SEC Chairman Arthur Levitt, say
it unfairly gives a privileged few access to company information --and the
opportunity to trade on it -- that is denied to others.
``Like (a) neighborhood with gated entrances and tall fences, moving into
the information loop is not always an option for many of America's small
investors,'' Levitt said before the vote.
He said the new rule ``would bring all investors, regardless of the size of
their holdings, into the information loop -- where they belong. To all of
America's investors, it's well past time to say, "Welcome to the
neighborhood," he declared.
In a recent example, clothing retailer Abercrombie & Fitch has been accused
in several lawsuits of warning a Wall Street analyst of disappointing
earnings growth before making the information public. The SEC has been
formally investigating the allegations.
The company has said it is cooperating with the SEC and has declined further
comment.
The Securities Industry Association, the brokerage industry's major trade
group, says it shares the SEC's goal of promoting full disclosure but
maintains that the new proposal could have a chilling effect on the ability
of companies and analysts to share information.
Meanwhile, a new survey of 462 corporate investor relations officials
released Wednesday indicated that 42 percent would probably limit their
communications
if the proposed rule were adopted.
Louis M. Thompson, Jr., president and chief executive officer of the
National Investor Relations Institute, said that in addition, 61 percent of
the officials surveyed
said their companies are now using Web-based broadcasts of their conference
calls for access by the media and individual investors, up from 48 percent
six months ago.
Another 22 percent said they planned to start doing so within the next year.
The SEC proposal has been revised to make it clear that violations of the
new rule wouldn't be considered fraud, only infractions of securities laws.
It would
apply only to senior company officials.
And at the urging of Dow Jones & Co., publisher of The Wall Street Journal,
which maintained the rule would ``inhibit companies from communicating
frequently and
effectively with the financial press,'' the rule has been modified to exempt
company executives' conversations with news reporters.
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