New Edition Of Helpful Guide From CCH Shows How To Avoid Dangers Of Informal Disclosures

(RIVERWOODS, ILL., March 16, 2001) – Companies run risks when they fail to communicate, but their press releases, investor roadshows, web sites and advertisements are also fraught with danger, 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 the broad, but vaguely-worded, regulatory requirements on the timely delivery of information, CCH is offering Informal Corporate Disclosure Under Federal Securities Law: Press Releases, Analyst Calls and Other Communications. The 2001 edition has been updated and expanded to reflect the SEC’s Regulation FD and other new developments in the field. (243 pages, $69. To order, call 1-800-248-3248 or visit

Informal Corporate Disclosure Under Federal Securities Law is a plain-English handbook that clearly explains the various considerations affecting disclosures outside of the tightly-structured reports governed by detailed SEC rules. The 2001 edition of this useful guide features a new chapter on the SEC’s Regulation FD, updated coverage of the National Investor Relations Institute (NIRI) standards of practice and expanded discussions of issues such as electronic communications, safe harbors in connection with mergers and acquisitions, state common law fiduciary duty to disclose and roadshows.

Informal Disclosure Carry Risks

"Informal disclosures – such as conversations with securities analysts, wire service releases, corporate web pages and roadshows - carry as many or more litigation risks as those that accompany formal disclosures," said Janeen Kopale, CCH securities marketing manager.

"Today, companies recognize the advantages of communicating with investors, analysts and the general public on a wide variety of topics and in all sorts of forums. But they are also aware – or should be – that disgruntled shareholders or zealous regulators might seize on their statements as a ground for lawsuits or regulatory sanctions," according to Kopale.

When making informal disclosures, companies do not benefit from the specific content and procedural requirements that instruct them in preparing their formal SEC filings. Instead, mistakes in informal communications are dealt with 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 broad principles that govern communications and the particular rules to be observed in special types of communications.

To aid those who communicate on behalf of their companies to critical audiences, the 2001 edition of Informal Corporate Disclosure Under Federal Securities Law clearly sets out 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 use to guide their disclosures.

"This guide will help companies minimize their risks and avoid the pitfalls that even the best-intentioned people can fall into without the proper direction," Kopale said.

Handbook Delivers Expert Guidance, Comprehensive Coverage

In straightforward and easy to understand language, Informal Corporate Disclosure Under Federal Securities Law explains the general principles involved in communicating corporate information and then details specific types of disclosures, such as those made in conjunction with mergers and acquisitions, forward-looking statements and roadshows.

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 covered include:

  • Governing Law and Rules
    Antifraud Provisions, Securities Offering Provisions, Proxy Rules, Forward-Looking Statement Safe Harbor, State Corporate Law, SRO Rules, NIRI Standards of Practice
  • Duty to Disclose
    General Duty to Disclose, Duty of Complete Disclosure, Duty to Correct, Duty to Update, Abstain-or-Disclose Rule, Rumors and Unusual Trading, Defenses
  • Materiality
    Federal Securities Law, Accounting and Auditing Standards, SRO Rules, NIRI Standards
  • Timing, Content and Dissemination
    Timing, Content and Preparation, Dissemination, Selective Disclosure
  • Regulation FD
    Background, Covered Issuers, Recipients of Disclosure, Materiality, Intentional and Non-intentional Disclosure, Public Disclosure, Securities Offerings, Liability Issues, NIRI Standards, U.K. Financial Services Authority

Part II — Particular Disclosures

Informal Corporate Disclosure Under Federal Securities Law also walks the reader through particular disclosures, including those made during particular times, those to particular people, those on particular subjects, those in particular forums and in particular media.

The practical new guide covers:

  • Disclosures During Sensitive Regulatory Periods
    Public Offerings, Proxy Solicitations, Stock Repurchases
  • Analyst Disclosures
    Role of Analysts, Relationship with Corporate Management, Corporate Liability for Analysts' Statements, SEC Rules, Selective Disclosure
  • 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
  • Roadshows
    Practices, Electronic and Internet Dissemination, Rule 144A, Private Investor Actions, Selective Disclosure
  • Other Particular Disclosures
    Merger Negotiations and Similar Activity, Legal and Criminal Proceedings, New Products

Pricing and Availability

For more information or to order the 243-page, 2001 edition of Informal Corporate Disclosure Under Federal Securities Law, call 1-800-248-3248, or visit the CCH Business and Finance Group web site at Single copies are $69, plus tax, shipping and handling. Quantity discounts and school adoption pricing available.


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 North America. The CCH web site can be accessed at The CCH Business and Finance Group web site can be accessed at

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EDITORS NOTE: For members of the press, a complimentary review copy of the 2001 edition 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