Understanding SEC Guidance on Social Media Disclosures
Overview:In April 2013, the Securities and Exchange Commission issued guidance for public companies regarding disclosure of financial and/or related nonpublic information via social media. Any disclosures, as the guidance states, must be in compliance with Regulation FD (Fair Disclosure). Additionally, companies must advise investors and the market as to which social media sites will be used for disclosure. Recently, some firms came under fire after their executives posted comments on social media sites which could have potentially influenced stock performance. While the SEC did not take enforcement actions against these companies, these incidents serve as a reminder to companies to be cautious when using social media, as these postings may be construed as market moving insider information. During this two-hour LIVE webinar, a panel of distinguished professionals and thought leaders will help companies, marketing executives and compliance officers understand the salient aspects of this timely topic. They will provide an in-depth discussion on Regulation FD and major recent probes. Speakers will also offer best practices in developing and implementing an effective social media policy and ensuring compliance with securities laws.
Esther Moreno, Partner
- Overview of Regulation FD Requirements
- Primary Focus of 2008 SEC Guidance
- Uses of Social Media
- Social Media Platforms
- Social Media Reality and Risks
- Practical Considerations
Richard L. Gallagher, Partner
Ropes & Gray LLP
- Deciding whether to adopt social media as part of a Regulation FD program.
- The level of investor demand for social media.
- Common pitfalls related to social media and Regulation FD.
- Effectively responding to a potential violation of a Social Media Policy or Regulation FD.
Geoffrey Morgan , Partner
Michael Best & Friedrich LLP
- Difference in acceptance of social media between startups and new “tech-savvy” companies and older, more established companies that have not previously used social media
- Review investor base and determine appetite and expectation for social media
- Do people actually read postings
- Ability to manipulate social media
- Posting of comments that become attached to tweet or other posted information
- Inability to post full text of disclosure due to character limitations
- Paid tweets, sponsored posts etc increased visibility for “popular” news and detract from non-paid updates
- Review types of social media and understand benefits and pitfalls of each
- Video chats
Who Should Attend:- Attorneys and Consultants for Public Companies - Marketing Officers - Marketing and Advertising Professionals - Compliance, Risk and IT Officers - Legal Risk Officers and Administrators - Managers who oversee employees utilizing social media - Other Related/Interested Professionals
Esther Moreno is a partner in Akerman LLP's Corporate Practice Group. She has a broad range of experience advising public and private companies, including foreign private issuers, with respect to securities transactions, disclosure and corporate governance matters, mergers and acquisitions, and private equity transactions. Esther has represented public and private companies on numerous securities offerings, including equity offerings, high-yield and convertible debt offerings, and Regulation S/offshore offerings. She has advised public companies on a broad range of securities disclosure and corporate governance issues, executive compensation disclosure, director responsibilities and fiduciary duties, investor relations, and stock exchange listing and compliance matters. Esther has also represented public and private companies on a variety of mergers and acquisitions and private equity transactions, including public company acquisitions, private company acquisitions and dispositions, strategic investments, going private transactions and the representation of special committees.
Esther Moreno is a partner in Akerman LLP's Corporate Practice Group. She has a broad range of experience advising public …
Richard Gallagher is a partner in Ropes & Gray’s business & securities litigation group. Based in the San Francisco office, Richard’s practice focuses on litigation and pre-litigation advice involving securities and corporate governance issues, including representation of companies, directors and officers involved in class action litigation, derivative actions, internal investigations, shareholder demands, and regulatory investigations and enforcement actions brought under the federal and state securities laws. He also has significant experience advising companies, boards of directors and special committee members in M&A litigation brought under the laws of Delaware, California and other states throughout the country. Richard has litigated numerous disputes involving founders and investors in start-up companies, as well as matters involving venture capital disputes, executive compensation issues, IP rights, unfair competition, breaches of partnership and shareholder agreements, employment and fraud claims, significant real estate disputes, franchising claims, and fiduciary obligations. He has also advised U.S., Asian and EU companies regarding securities litigation and corporate governance risks arising from cross-border activities.
Richard Gallagher is a partner in Ropes & Gray’s business & securities litigation group. Based in the San Francisco office, …
Geoff Morgan is a partner in, and former chair of, Michael Best’s Transactional Group. Mr. Morgan’s practice is concentrated in finance and general corporate law and includes general corporate and securities representation for a number of publicly held and private clients. He represents project developers, private equity investors and lenders in technology-related projects; companies in coordinating a wide array of legal services; and lenders, management groups, companies and sellers in acquisitions, management and leveraged buyouts. Mr. Morgan is active in structuring and negotiating domestic and foreign joint ventures. He counsels boards of directors of public and private companies as to their duties and obligations in a wide variety of matters.
Mr. Morgan has been named one of "The Best Lawyers in America," since 2007, in the area of corporate governance and compliance and corporate law. He received his J.D. from the University of Kentucky College of Law.
Geoff Morgan is a partner in, and former chair of, Michael Best’s Transactional Group. Mr. Morgan’s practice is concentrated in …
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Method of Presentation:
On-demand Webcast (CLE)
NASBA Field of Study:
2.0 CPE (Not eligible for QAS (On-demand) CPE credits)
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About Akerman LLP
Akerman LLP is a leading transactions and trial law firm known for its core strengths in middle market M&A, within the financial services and real estate industries, and for a diverse Latin America practice. With more than 550 lawyers and government affairs professionals and a network of 19 offices, we are ranked among the top 100 law firms in the U.S. by The National Law Journal NLJ 350 (2013). We also are ranked among the top 100 law firms for diversity by MultiCultural Law magazine (2012) and recognized as the law firm of the year for diversity – South by Benchmark Litigation (2012).
About Ropes & Gray LLP
With a global team of over 1,100 professionals, Ropes & Gray brings 150 years of legal and institutional history to bear on the challenges clients face in today’s global, networked, 24/7 environment. The firm’s securities litigation practice is consistently ranked among the premiere litigation practices in the country. Ropes litigators have represented clients in some of the most significant securities law matters and firm clients include the advisers and independent directors of many of the largest and best-known funds in the world, including more than 1,000 mutual funds and investment firms ranging from start-up ventures to those with hundreds of billions under management. Ropes attorneys also serve as general or special counsel to more than 100 public companies.
About Michael Best & Friedrich LLP
Michael Best & Friedrich LLP has earned a reputation as a leading law firm because of its long-standing commitment to delivering results for clients. With more than 220 attorneys in seven offices, Michael Best has a dynamic and responsive team that is able to meet the 21st century needs of businesses. The firm matches its clients with attorneys who have deep relevant industry experience and understand the associated business and legal challenges.
As a broad-based business law firm, Michael Best is ideally positioned to handle a wide range of business legal matters across its practice areas, which include: employment relations, environmental law, intellectual property, litigation, mergers and acquisitions, real estate, tax, transactional law and wealth planning. The firm serves leading-edge clients in the technology, advanced manufacturing and energy industries, and has the experience required to offer sophisticated counsel to banking and financial services companies.