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 SECs 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 http://www.onlinestore.cch.com.)
Just what is and isnt allowed under the SECs 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 SECs own adopting
- 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
The book contains three helpful appendices. The first contains the full text of
Regulation FD and the insider trading rules. The second reproduces the SECs adopting
release for the new requirements. The third appendix contains SEC staff interpretations
from the Commissions Division of Corporate Finance issued since the release of
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 http://www.onlinestore.cch.com. Single copy price is $49.00, plus
applicable tax, shipping and handling. Quantity pricing is available.
About CCH INCORPORATED
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 www.cch.com.
The CCH Business and Finance Group web site can be accessed at http://business.cch.com.
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