Regulation FD (Fair Disclosure) prohibits selective disclosure by US reporting companies of material, nonpublic information to securities analysts, selected institutional investors, and others. Regulation FD is a series of rules of the Securities and Exchange Commission (SEC) that provide that when a US reporting company, or person acting on its behalf, discloses material, nonpublic information to certain persons (such as research analysts, investment bankers, securities market professionals, institutional investors, and other holders of the company's securities), the company must make public disclosure of that information in accordance with Regulation FD (see Practice Note, Complying with Regulation FD (Fair Disclosure): Regulation FD-compliant Disclosure Methods).

This Toolkit includes links to several resources designed to assist US reporting companies and their counsel in complying with the requirements of Regulation FD.

The requirements of Regulation FD apply to any disclosure of material, nonpublic information (oral or written) by a "covered person" of any US reporting company to "market professionals" or "securityholders" (see Practice Note, Complying with Regulation FD (Fair Disclosure): Who is a Covered Person?).

If a company intends to disclose material, nonpublic information to one of the classes of persons identified in Regulation FD (see Practice Note, Complying with Regulation FD (Fair Disclosure): Market Professionals or Securityholders), the company must simultaneously disclose the information to the public. In the case of an unintentional disclosure of such information, the company must promptly disclose the information to the public (see Practice Note, Complying with Regulation FD (Fair Disclosure): What Does "Promptly" Mean When There has been an Unintentional Disclosure?).

The intent behind Regulation FD is to ensure that securities analysts, selected institutional investors, and others who have access to material, nonpublic information are not able to make a profit or avoid a loss at the expense of those who did not have access to the same information. The SEC has stated that it intends Regulation FD to "level the playing field" for all investors.

Regulation FD applies only to US reporting companies. It does not apply to foreign private issuers.

Some companies adopt formal Regulation FD policies to insure compliance with Regulation FD. (see Practice Note, Complying with Regulation FD (Fair Disclosure): Establishing a Formal Regulation FD Policy and Question 101.10, SEC Compliance and Disclosure Interpretations: Regulation FD).

This Toolkit includes links to Standard Documents that can serve as starting points in drafting:

The New York Stock Exchange and the Nasdaq Stock Market require each of their listed companies to make disclosure to the public of material information about the company (see Practice Note, Disclosing Nonpublic Information).

For SEC guidance regarding selected issues that have arisen with respect to Regulation FD, see SEC Compliance and Disclosure Interpretations: Regulation FD.

Links to Practical Law resources on Regulation FD appear below.