New Guide From CCH Helps Communicators Clear Informal Corporate Disclosure Hurdles
(RIVERWOODS, ILL., April 25, 2000) Whether
press releases, investor roadshows, websites or advertisements, informal corporate
disclosures are fraught with serious litigation risks, yet the requirements for such
disclosures are vague, according to CCH INCORPORATED (CCH), a leading provider of
securities and business law information and software. To help public companies and their
spokespersons understand and comply with regulatory requirements in the timely delivery of
information, CCH is offering Informal Corporate Disclosure Under Federal Securities Law:
Press Releases, Analyst Calls and Other Communications. (195 pages, $60. To order,
call 1-800-248-3248 or visit http://business.cch.com/securities.)
A handy, plain-English guidebook, Informal Corporate
Disclosure Under Federal Securities Law clearly explains the various requirements
governing informal disclosure, covering both general considerations and particular types
"Today, there is tremendous pressure on companies from
analysts and investors to disclose current information quickly. For companies to avoid the
regulatory hazards of improper disclosure, however, caution and deliberation is
needed," said CCH securities group marketing manager Sharon Kube.
In one practical book, Informal Corporate Disclosure
Under Federal Securities Law clearly communicates the requirements of federal
securities laws and regulations, court decisions, self-regulatory organization (SRO) rules
and National Investor Relations Institute (NIRI) guidelines that companies need to access,
understand and act upon quickly.
"This valuable guide will greatly help companies
minimize the risk of noncompliance," said Kube.
Regulatory Landscape Poses Compliance Challenge
Informal disclosures as distinguished from
formal disclosures in documents filed with the Securities and Exchange Commission (SEC)
consist of relatively unstructured communications disseminated to investors and
analysts through a variety of channels, including the news wire services, face-to-face
meetings, telephone, television and the Internet.
Companies rely on these disclosures to communicate
important, current information about themselves that supplements the disclosures in their
periodic reports filed with the Commission.
Although informal disclosures carry the same litigation
risks as those that accompany formal disclosures, companies do not benefit from the
specific content and procedural requirements that instruct them in preparing their formal
SEC filings. Informal disclosures are subject only to the SECs general antifraud
provisions that apply to all disclosures, and to a few other broad regulatory
requirements. These requirements not only are difficult to apply, but also may trigger
severe penalties and liabilities when violated.
Unfortunately for many companies, regulation of informal
communications occurs after the fact, through SEC enforcement actions and private
securities fraud litigation. To avoid these costly corrections, companies must ensure that
their officers and other spokespersons understand the applicable rules and regulatory
Handbook Delivers Expert Guidance, Comprehensive
In straightforward and easy to understand language, Informal
Corporate Disclosure Under Federal Securities Law delivers need-to-know information on
both general considerations and particular disclosures.
Part I -- General Considerations
The general considerations section covers a wide range
of issues, beginning with an overview of the regulatory environment and the pressures from
the investment community that public companies face in disclosing information. Other areas
Securities Offering Provisions, Proxy Rules, Forward-Looking Statement Safe Harbor, State
Corporate Law, SRO Rules, NIRI Standards of Practice
General Duty to Disclose, Duty
of Complete Disclosure, Duty to Correct, Duty to Update, Abstain-or-Disclose Rule, Rumors
and Unusual Trading, Defenses
Federal Securities Law,
Accounting and Auditing Standards, SRO Rules, NIRI Standards
- Timing, Content and Dissemination
Timing, Content and
Preparation, Dissemination, Selective Disclosure
Part II -- Particular Disclosures
Informal Corporate Disclosure Under Federal
Securities Law also walks the reader through particular disclosures, including those
made during sensitive regulatory periods, analyst conference calls, forward-looking
statements, investor roadshows and web site disclosures.
Specifically, the practical new guide covers:
- Disclosures During Sensitive Regulatory Periods
Public Offerings, Proxy
Solicitations, Stock Repurchases
Role of Analysts, Relationship
with Corporate Management, Corporate Liability for Analysts' Statements, SEC Rules,
Selective Disclosure, Aircraft Carrier Proposals
- Forward-Looking Statements
Statutory Safe Harbor, Bespeaks
Caution Doctrine, Materiality, Duty to Update
- Electronic Communications
Company Web Sites, Electronic
Delivery, Bulletin Boards, Chat Rooms and Conference Calls, Sales Literature, Hyperlinks,
Advertising, Investment Companies, Enforcement
Practices, Electronic and
Internet Dissemination, Rule 144A, Private Investor Actions, Aircraft Carrier Proposals
- Other Particular Disclosures
Merger Negotiations and Similar
Activity, Legal and Criminal Proceedings, New Products
A sample corporate disclosure policy is included at the end
of this helpful book, providing step-by-step guidance on what a policy should cover.
Pricing and Availability
For more information or to order the
195-page softcover Informal Corporate Disclosure Under Federal Securities Law, call
1-800-248-3248, or visit the CCH Business and Finance Group web site at http://business.cch.com/securities.
Single copies are $60. Quantity discounts and school adoption pricing available.
About CCH INCORPORATED
CCH INCORPORATED, headquartered in
Riverwoods, Ill., was founded in 1913 and has served four generations of business
professionals and their clients. The company produces more than 700 electronic and print
products for the tax, legal, securities, human resources, health care and small business
markets. CCH is a wholly owned subsidiary of Wolters Kluwer U.S. The CCH web site can be
accessed at www.cch.com. The CCH Business
and Finance Group web site can be accessed at http://business.cch.com.
-- # # # # --
EDITORS NOTE: For members of the press, a
complimentary review copy of Informal Corporate Disclosure Under Federal Securities Law:
Press Releases, Analyst Calls and Other Communications is available by contacting:
Leslie Bonacum, 847-267-7153 or firstname.lastname@example.org.