XP - Investor Relations - SEC Fair Disclosure
- When it comes to complying with the Security & Exchange Commission rules for
public companies, I prefer to comply with both the letter and the spirit of
regulations when it comes to disclosing information of a material nature.
I've been doing this for 20-plus years, because I frankly don't want to
cause a public-company client any problems through lack of aggressive
Now I've got a client who's COO thinks that the various filings (10K and 10Q
primarily, but others) pretty much takes care of disclosure. I disagree,
but I need some horsepower to back this up. I've got one IR handbook I'm
poring through for citations, but - because I know some here also do
IR-related PR - I'd also like to ask for your input.
1. What are the rules as you see them (and what citations do you use
to validate this)?
2. What do you consider "material" and therefore required to be
3. What do you consider to be full and fair disclosure?
Here's what I do:
I consider material anything along the lines of:
. New board members
. New C-level executives
. Major new contracts ("major" varies from company to company and
represents a judgment call - as a rule of thumb, I assume that any deal
adding 0.1 percent to the company's value/cash-on-hand/revenue/etc. trips
this bar, but I'll stretch this especially if the contract is with a
name-brand company that adds luster to the brand (and brand value) as I see
. Strategic alliances
. New products/services that will - when sold - alter the company's
future in any significant way (again, "significant" is a judgment call)
. Stockholder meetings or activities
. Major stock movements by investors or executives (filings often
cover these, but I like to err on the side of caution and also release
. The ever-popular "etc."
What do you consider "material?"
Beyond that, I consider a release on BusinessWire to be "full and fair
disclosure" - I know there are other ways, often less expensive ways, but I
like the way BizWire gets picked up and archived - I like having clients'
names out there, as I see this having an impact in PR and marketing/sales
support, as well as investor relations. But maybe that's just me.
So those are my questions, and those are my answers - now I'd like your
Any insights will be appreciated.
Ned Barnett, APR
Marketing/PR Fellow, American Hospital Association
Barnett Marketing Communications
420 N. Nellis Blvd. A3-276
Las Vegas NV 89110
702-696-1200 - ned@...
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