Guide to Regulation FD and Insider Trading Reforms

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Guide to Regulation FD and Insider Trading Reforms helps companies and their management, spokespersons, and other employees comply with the disclosure requirements of Regulation FD and the insider trading provisions of Rules 10b5-1 and 10b5-2.

Table of Contents
Chapter 1Regulation FD
Overview
Background of Selective Disclosure
SECs Position and Adoption of Regulation
Covered Issuers
Persons Acting on Issuers Behalf
Recipients of Disclosure
Material, Nonpublic Information
Intentional and Non-intentional Disclosure
Public Disclosure
Securities Offerings
Liability Issues
Enforcement Actions
NIRI Standards
U.K. Financial Services Authority
Best Practices

Chapter 2Insider Trading Rules
Introduction
Awareness Standard
Affirmative Defenses
Misappropriation Theory

Appendix AText of Rules
Regulation FD
17 CFR 243.100
17 CFR 243.101
17 CFR 243.102
17 CFR 243.103

Insider Trading Rules
17 CFR 240.10b5-1
17 CFR 240.10b5-2

Appendix BAdopting Release
Executive Summary
Selective Disclosure: Regulation FD
Insider Trading Rules
Paperwork Reduction Act
Cost-Benefit Analysis
Consideration of Impact
Final Regulatory Flexibility Analysis
Statutory Bases and Text of Amendments

Appendix CSEC Staff Interpretations
Regulation FD
Rule 10b5-1