Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. Lehrer

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Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. Lehrer

Series: Inside Securities Law with Frederick M. Lehrer

What happens when a public company shares important information with investors before the rest of the market knows?

In this episode of Inside Securities Law, securities attorney and former SEC Enforcement attorney Frederick M. Lehrer examines Regulation FD (Fair Disclosure) and how it governs communications between public companies, investors, analysts, and the public.

Corporate disclosure extends far beyond SEC filings. Press releases, earnings calls, investor conferences, private meetings, and social media can all raise securities law concerns.

Regulation FD addresses selective disclosure of material nonpublic information, requiring public disclosure under specified circumstances when companies communicate with certain market participants.

Fred discusses the practical implications for corporate executives, investor relations professionals, and legal teams, including the importance of identifying material information, coordinating public announcements, and understanding the difference between intentional and unintentional selective disclosure.

Topics covered:

What Regulation FD means and why it matters.

How selective disclosure creates regulatory risk.

Press releases, earnings calls, conferences, and social media.

Material nonpublic information and investor communications.

The distinction between intentional and unintentional disclosures.

Why compliance requires more than reviewing SEC filings.

Key takeaway: A company's disclosure obligations do not end when its SEC filing is submitted. What executives communicate outside formal filings can create additional regulatory exposure.

About Frederick M. Lehrer

Frederick M. Lehrer is a securities attorney, former SEC Enforcement attorney, and former Special Assistant United States Attorney.

During his nine years at the U.S. Securities and Exchange Commission, Lehrer investigated securities law violations and gained firsthand experience with how regulators evaluate corporate disclosures, securities offerings, and market conduct.

Today, he advises companies, executives, and market participants on securities compliance, SEC reporting, private placements, public offerings, and regulatory matters.

He is the author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public and host of Inside Securities Law with Frederick M. Lehrer.

Links and Resources

Frederick M. Lehrer — Securities Attorneyhttps://securitiesattorney1.com/

The Other Side of the Table — Bookhttps://securitiesattorney1.com/book/

Audiobookhttps://securitiesattorney1.com/audiobook/

Inside Securities Law — Podcasthttps://fredlehrer.transistor.fm/

SEC Regulation FD — Official Rulehttps://www.ecfr.gov/current/title-17/chapter-II/part-243

U.S. Securities and Exchange Commissionhttps://www.sec.gov/

Contact Frederick M. Lehrerflehrer@securitiesattorney1.com(561) 706-7646

SEO Keywords

Regulation FD, Fair Disclosure, SEC Regulation FD, selective disclosure, material nonpublic information, public company disclosure, investor relations compliance, securities attorney, Frederick M. Lehrer, SEC Enforcement, earnings calls, corporate communications, securities law podcast.

Disclaimer

This podcast is provided for general educational and informational purposes only and does not constitute legal advice. Listening to this podcast does not establish an attorney-client relationship.

This transcript is published for general information only. It is not legal advice, and listening to or reading it does not create an attorney-client relationship.

Authoritative Sources

1. 17 C.F.R. §§ 230.500–230.508 — Regulation D — Electronic Code of Federal Regulations
2. SEC Investor Bulletin: Accredited Investor Definition — U.S. Securities and Exchange Commission
3. SEC Form S-1 — Registration Statement Under the Securities Act — U.S. Securities and Exchange Commission
4. 17 C.F.R. Part 229 — Regulation S-K — Electronic Code of Federal Regulations
5. 17 C.F.R. § 240.10b5-1 — Trading on the basis of material nonpublic information — Electronic Code of Federal Regulations
6. 17 C.F.R. § 240.10b-5 — Employment of manipulative and deceptive devices — Electronic Code of Federal Regulations

Primary sources are cited so readers can verify the law directly. Rules and staff guidance change; see our editorial and corrections policy to report an error or an outdated citation.

Further Reading

• › Blue Sky Laws: State Securities Filings for Private Placements and Public Companies
• › SEC Reporting Requirements for Emerging Growth Companies: What You Need to Know
• › Regulation D Under the Securities Act: Rule 504, 506(b) and 506(c) Explained
• › The Other Side of the Table: A New Book on How the SEC Reads Issuers