C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 243—REGULATION FD

17 C.F.R. § 243.100

General rule regarding selective disclosure

Read at: eCFRecfr.gov CornellLII GovInfogovinfo.gov CasesGoogle Scholar

(a) Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to any person described in paragraph (b)(1) of this section, the issuer shall make public disclosure of that information as provided in § 243.101(e):

(1) Simultaneously, in the case of an intentional disclosure; and

(2) Promptly, in the case of a non-intentional disclosure.

(b)(1) Except as provided in paragraph (b)(2) of this section, paragraph (a) of this section shall apply to a disclosure made to any person outside the issuer:

(i) Who is a broker or dealer, or a person associated with a broker or dealer, as those terms are defined in Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a));

(ii) Who is an investment adviser, as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(11)); an institutional investment manager, as that term is defined in Section 13(f)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(f)(6)), that filed a report on Form 13F (17 CFR 249.325) with the Commission for the most recent quarter ended prior to the date of the disclosure; or a person associated with either of the foregoing. For purposes of this paragraph, a “person associated with an investment adviser or institutional investment manager” has the meaning set forth in Section 202(a)(17) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(17)), assuming for these purposes that an institutional investment manager is an investment adviser;

(iii) Who is an investment company, as defined in Section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3), or who would be an investment company but for Section 3(c)(1) (15 U.S.C. 80a-3(c)(1)) or Section 3(c)(7) (15 U.S.C. 80a-3(c)(7)) thereof, or an affiliated person of either of the foregoing. For purposes of this paragraph, “affiliated person” means only those persons described in Section 2(a)(3)(C), (D), (E), and (F) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)(C), (D), (E), and (F)), assuming for these purposes that a person who would be an investment company but for Section 3(c)(1) (15 U.S.C. 80a-3(c)(1)) or Section 3(c)(7) (15 U.S.C. 80a-3(c)(7)) of the Investment Company Act of 1940 is an investment company; or

(iv) Who is a holder of the issuer's securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information.

(2) Paragraph (a) of this section shall not apply to a disclosure made:

(i) To a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker, or accountant);

(ii) To a person who expressly agrees to maintain the disclosed information in confidence;

(iii) In connection with a securities offering registered under the Securities Act, other than an offering of the type described in any of Rule 415(a)(1)(i) through (vi) under the Securities Act (§ 230.415(a)(1)(i) through (vi) of this chapter) (except an offering of the type described in Rule 415(a)(1)(i) under the Securities Act (§ 230.415(a)(1)(i) of this chapter) also involving a registered offering, whether or not underwritten, for capital formation purposes for the account of the issuer (unless the issuer's offering is being registered for the purpose of evading the requirements of this section)), if the disclosure is by any of the following means:

(A) A registration statement filed under the Securities Act, including a prospectus contained therein;

(B) A free writing prospectus used after filing of the registration statement for the offering or a communication falling within the exception to the definition of prospectus contained in clause (a) of section 2(a)(10) of the Securities Act;

(C) Any other Section 10(b) prospectus;

(D) A notice permitted by Rule 135 under the Securities Act (§ 230.135 of this chapter);

(E) A communication permitted by Rule 134 under the Securities Act (§ 230.134 of this chapter); or

(F) An oral communication made in connection with the registered securities offering after filing of the registration statement for the offering under the Securities Act.

[65 FR 51738, Aug. 24, 2000, as amended at 70 FR 44829, Aug. 3, 2005; 74 FR 63865, Dec. 4, 2009; 75 FR 61051, Oct. 4, 2010; 76 FR 71877, Nov. 21, 2011]
Notes of Decisions
Cited in 27 cases (4 in the last 5 years), 2004–2025 · leading case: J & R Mktg., SEP v. Gen. Motors Corp., 549 F.3d 384 (6th Cir. 2008).
Sort: Relevance Newest Treatment
J & R Mktg., SEP v. Gen. Motors Corp., 549 F.3d 384 (6th Cir. 2008). · cites it 2× “17 C.F.R. § 243.100 (a) (2006). The regulation provides an exception to mandated public disclosure, however, when the nonpublic, material information is provided to credit ratings agencies.”
Obasi Inv. Ltd v. Tibet Pharm. Inc, 931 F.3d 179 (3rd Cir. 2019). · cites it 2× “Regulation FD, 17 C.F.R. § 243.100 (seeking to curtail special access to non-public information).”
Hawran v. Hixson, 209 Cal. App. 4th 256 (Cal. Ct. App. 2012). “) Regulation FD (Fair Disclosure) ( 17 C.F.R. § 243.100 et seq. (2012)) generally “prohibits a company and its senior officials from privately disclosing any material nonpublic *285 information regarding the company or its securities to certain persons such as analysts and…”
Swatch Grp. Mgmt. Servs. Ltd. v. Bloomberg L.P., 756 F.3d 73 (2d Cir. 2014). “Indeed, as Bloomberg points out, the Securities and Exchange Commission (“SEC”) has mandated that when American companies disclose this kind of material nonpublic information, they must make it available to the public immediately.”
Sec. & Exch. Comm'n v. Siebel Sys., Inc., 384 F. Supp. 2d 694 (S.D.N.Y. 2005). · cites it 4× “The SEC charges the defendants with, inter alia, violations of, or aiding and abetting in the violation of, Regulation FD (“Fair Disclosure”), 17 C.F.R. § 243.100 . In general terms, Regulation FD prohibits a company and its senior officials from privately disclosing any…”
In Re Comverse Tech., Inc. Sec. Litig., 543 F. Supp. 2d 134 (E.D.N.Y 2008). · cites it 2× “01 disclosing the nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 through 243.103). SEC form 8-K (available at http://www.”
Harborview Master Fund, LP v. Lightpath Tech., Inc., 601 F. Supp. 2d 537 (S.D.N.Y. 2009). · cites it 3× “See 17 C.F.R. § 243.100 (b)(2)(h). 7 Plaintiff *547 never sought such a non-disclosure agreement, and the limited record here provides no explanation for its decision not to take the opportunity to scrutinize LightPath more rigorously before committing to the private placement.”
Sec. & Exch. Comm'n v. Cooperman, 243 F. Supp. 3d 597 (E.D. Pa. 2017). · cites it 2× “See 17 C.F.R. § 243.100 (a), (b)(2). Significantly, the corporation may insulate itself from liability by obtaining an agreement not to trade from the outsider before or after the disclosure of information.”
Stuckey v. Online Resources Corp., 909 F. Supp. 2d 912 (S.D. Ohio 2012). · cites it 3× “Fourth, even if the SEC comment letter and corresponding review were material, non-public information under federal securities law, the law ORC cites to support its argument, 17 C.F.R. § 243.100 , did not preclude ORC from disclosing the information to ITS Stockholders in…”
Kling v. Fid. Mgmt. Trust Co., 323 F. Supp. 2d 132 (D. Mass. 2004). “10b-5; Regulation FD (Fair Disclosure), 17 C.F.R. § 243.100 (a). Similar claims, they note, have been rejected by other courts in recent 401(k) actions.”
Pedraza v. Coca-Cola Co., 456 F. Supp. 2d 1262 (N.D. Ga. 2006). “Form 8-K is also the form for reports of nonpublic information required to be disclosed by Regulation FD ( 17 C.F.R. §§ 243.100 & 243.101). Id. 9 . The 2005 SPD is the only one in the record.”
CSX Corp. v. Child.'s Inv. Fund Mgmt. (UK) LLP, 562 F. Supp. 2d 511 (S.D.N.Y. 2008). “"In general terms, Regulation FD prohibits a company and its senior officials from privately disclosing any material nonpublic information regarding the company or its securities to certain persons such as analysts or institutional investors.”
Show all 27 citing cases →
— 17 C.F.R. § 243.100(b)(2)(ii) — 1 case
Kaplan v. First Hartford Corp., 522 F. Supp. 2d 275 (D. Me. 2007).
— 17 C.F.R. § 243.100(b)(l)(iv) — 1 case
Kaplan v. First Hartford Corp., 522 F. Supp. 2d 275 (D. Me. 2007).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.