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Leslie Bonacum
Neil Allen

New Book From CCH Provides Latest Guidance To Understanding Regulation FD

(RIVERWOODS, ILL., October 30, 2001) – Corporate executives, spokespersons and counsel looking for the latest guidance on the SEC’s fair disclosure requirements can turn to a new book from the securities law experts of CCH INCORPORATED (CCH). The Guide to Regulation FD and Insider Trading Reforms helps companies and their management, spokespersons and other employees comply with the requirements of Regulation FD and Rules 10b5-1 and 10b5-2. (129 pages, $49. To order or for more information, call 1-800-248-3248 or visit

Just what is and isn’t allowed under the SEC’s Regulation FD has been perplexing securities professionals since the regulation was issued last year.

"Regulation FD provides that when a company discloses material, nonpublic information to securities market professionals or company shareholders who may trade on the information, it must also make public disclosure of that information," explained CCH securities law analyst James Hamilton, JD, LLM, who co-authored the CCH Guide with Ted Trautmann, JD.

"That sounds simple, but like many simple concepts it can be difficult to interpret and implement in real-world situations." 

Single Source of Complete Coverage

The Guide to Regulation FD and Insider Trading Reforms brings together in one soft-cover book a complete survey of the regulation itself and the interpretations, guidance and best practices that have been developed since Regulation FD and the associated insider trading reforms became effective in October 2000.

The CCH analysis follows the same order of topics as the SEC’s own adopting release:

  • Covered Issuers
  • Persons Acting on Issuer's Behalf
  • Recipients of Disclosure
  • Material, Nonpublic Information
  • Intentional and Non-intentional Disclosure
  • Public Disclosure
  • Securities Offerings
  • Liability Issues
  • Enforcement Actions

Also discussed are the Standards of Practice for Investor Relations issued by the National Investor Relations Institute, the similar disclosure rules of the U.K. Financial Services Authority, and a body of best practices that have evolved among companies and other securities professionals in response to Regulation FD.

Two insider-trading rules issued in conjunction with Regulation FD are treated in a separate chapter. One involves whether liability for insider trading can be established through mere proof of possession of material, nonpublic information or whether actual use of the information must be proved as well. The new rule says that "knowing possession" is sufficient, but it also provides a limited number of affirmative defenses. The second rule enumerates several circumstances in which a person has a duty of trust or confidence under the "misappropriation" theory of insider trading liability.

The book contains three helpful appendices. The first contains the full text of Regulation FD and the insider trading rules. The second reproduces the SEC’s adopting release for the new requirements. The third appendix contains SEC staff interpretations from the Commission’s Division of Corporate Finance issued since the release of Regulation FD.

Availability and Pricing

For more information or to order the 129-page Guide to Regulation FD and Insider Trading Reforms, call 800-248-3248 or visit the CCH Online Bookstore at Single copy price is $49.00, plus applicable tax, shipping and handling. Quantity pricing is available.


CCH INCORPORATED, founded in 1913, has served four generations of business professionals and their clients. The company produces approximately 700 print and electronic products for securities, tax, legal, banking, 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 The CCH Business and Finance Group web site can be accessed at

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