Regulation FD Compliance
Regulation Fair Disclosure (“Reg FD”) is a rule adopted by the U.S. Securities and Exchange Commission (SEC) to promote broad, non-selective public disclosure of material information by public companies. The rule is designed to ensure that material, nonpublic information is made available to all investors at the same time, helping preserve fairness and integrity in the capital markets.
Overview of Regulation FD
Adopted in 2000, Regulation FD requires that when an issuer, or a person acting on its behalf, discloses material nonpublic information to certain enumerated persons—such as securities analysts, institutional investors, or shareholders reasonably expected to trade on the information—the issuer must also make public disclosure of that information.
If the disclosure is intentional, public dissemination must occur simultaneously. If the disclosure is unintentional, the issuer must make prompt public disclosure after learning of the selective release.
Primary source: SEC, Selective Disclosure and Insider Trading, Release No. 33-7881 (Aug. 15, 2000), sec.gov .
Selective Disclosure and Public Access
“Selective disclosure” refers to the practice of sharing material nonpublic information with a limited audience—such as a small group of analysts—without providing equivalent access to the investing public. Regulation FD was adopted specifically to curtail this practice.
Importantly, Reg FD does not mandate a single method of public dissemination. Instead, disclosure must be made through a method—or combination of methods— reasonably designed to provide broad, non-exclusionary access to the information.
Historically recognized methods include filings on Form 8-K, press releases distributed through widely circulated news services, and open conference calls or webcasts that are adequately noticed and accessible to the public.
See also: Cornell Law School, Legal Information Institute, Regulation Fair Disclosure (FD) .
Issuer Responsibility and Materiality
Responsibility for compliance with Regulation FD rests squarely with the issuer. Issuers must determine whether information is material and must decide when and how disclosure is required under the rule.
Information is generally considered material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. To support these determinations, issuers typically maintain internal disclosure controls and governance processes.
See, e.g., Vorys, Sater, Seymour and Pease LLP, Regulation FD: A Refresher on the SEC Rules Governing Selective Disclosure, vorys.com .
Recognized Public Dissemination Channels
The SEC has emphasized that public disclosure must be made through channels that the market recognizes as providing broad distribution. In appropriate circumstances, issuer websites or other electronic channels may qualify, provided they are well-established, publicly accessible, and reasonably designed to reach investors.
SEC interpretive guidance on issuer use of electronic media: Commission Guidance on the Use of Company Websites .
Fundamentals Wire and Reg FD Context
Fundamentals Wire provides publicly accessible distribution formats—including RSS, Atom, and NewsML—that are designed for open consumption by readers, indexers, and market participants. These formats support broad access to disclosed information and may be used as part of an issuer’s overall disclosure strategy.
Issuers remain solely responsible for determining whether their chosen disclosure methods satisfy Regulation FD requirements in light of their specific facts and circumstances.
Documentation and Recordkeeping
Many issuers maintain records documenting when, how, and through which channels material information was publicly disseminated. Such records may support internal governance, compliance reviews, or regulatory inquiries.
Fundamentals Wire preserves publication artifacts and timestamps associated with distributed content; however, these records do not replace issuer compliance programs or legal determinations.