Regulation FD compliance in investor meetings, what IR teams can say

Regulation FD lets a US issuer meet investors privately, but it may not give them material nonpublic information. In a meeting, executives can explain and put public information in context. Anything material and new must be disclosed publicly at the same time, or promptly if the slip was unintentional.

Regulation Fair Disclosure, adopted by the SEC in 2000 and codified at 17 CFR 243.100 to 243.103, is the rule every investor relations team in the United States works around. It does not ban one-on-one meetings, roadshows or analyst calls. It bans selective disclosure. This article explains what that means in practice for the people in the room, and how to build Regulation FD compliance into the way you prepare, hold and record investor meetings. It is a practical guide, not legal advice; your counsel and your disclosure policy decide the details.

Who and what Regulation FD covers

Rule 100 of Regulation FD applies when an issuer, or a person acting on its behalf, discloses material nonpublic information about the issuer or its securities to certain people outside the company. The rule lists them:

• broker-dealers and their associated persons,
• investment advisers and certain institutional investment managers,
• investment companies and hedge funds and their affiliated persons,
• holders of the issuer's securities, where it is reasonably foreseeable that they will trade on the information.

On the company side, "person acting on behalf of an issuer" means a senior official (any director, executive officer, investor relations or public relations officer, or other person with similar functions) and any other officer, employee or agent who regularly communicates with market professionals or holders. In other words, the CEO, the CFO, the IR team and anyone who speaks to investors as part of their job.

Regulation FD applies to domestic US reporting companies. Foreign private issuers are not subject to it, although many follow its principles, and if they are listed in the EU or the UK they are subject to the Market Abuse Regulation instead, which has its own rules on inside information.

What is not covered

Rule 100(b)(2) excludes several kinds of communication.

• Disclosures to people who owe the issuer a duty of trust or confidence, such as its attorneys, investment bankers and accountants.
• Disclosures to anyone who expressly agrees to keep the information confidential. This is the basis for wall-crossing an investor before an offering.
• Many communications made in connection with a registered securities offering, which are governed by the Securities Act rules instead.

The original rule also excluded disclosures to credit rating agencies. That exclusion was removed after the Dodd-Frank Act in 2010, so rating agency communications now rely on the confidentiality route like any other.

Intentional and unintentional disclosure

The timing of the public disclosure depends on whether the selective disclosure was intentional.

Situation	What the rule requires
Intentional selective disclosure (the person knows, or is reckless in not knowing, that the information is material and nonpublic)	Public disclosure at the same time
Unintentional selective disclosure	Public disclosure promptly, meaning as soon as reasonably practicable and no later than the later of 24 hours or the start of the next day's trading on the New York Stock Exchange, after a senior official learns of it

Public disclosure means furnishing or filing a Form 8-K, or another method reasonably designed to provide broad, non-exclusionary distribution, such as a press release through a widely circulated news service, or a conference call that the public can access with adequate advance notice. In 2008 the SEC issued guidance on when a company website can serve this purpose, and in 2013 it confirmed that social media channels can be used if investors have been told in advance that the company will use them.

What IR teams can say in a meeting

Materiality is not defined by a number. The standard comes from case law: information is material if there is a substantial likelihood that a reasonable investor would consider it important, or if it would significantly alter the total mix of information available. That leaves judgment, so the practical approach is to sort topics in advance.

Generally safe ground

• Strategy, business model and competitive position as already described in filings and presentations.
• Explanation of reported results and the reasons behind them, using public figures.
• Repeating public guidance exactly as it was published, with its date.
• Industry trends and publicly available market data, with sources.
• Management's background, culture and long term priorities.

The SEC's adopting release also recognised what is often called the mosaic theory: an analyst may combine non-material pieces of information from a meeting with public information to reach a conclusion that is material. That is permitted. The company is responsible for not handing over a material piece, not for what a skilled analyst deduces.

High risk topics

• Current quarter trading, especially close to the end of the period.
• Confirming or changing guidance, including signals like "we are comfortable with consensus" or "the street is too high".
• Pending transactions, financings, management changes or regulatory outcomes.
• Comments on an analyst's model that point to a material change.
• Non-verbal signals. The SEC has warned that a private indication of direction, even by tone or gesture, can be a disclosure.

Enforcement shows where the line sits. In 2022 the SEC settled charges against AT&T and three IR executives over private calls with analysts in 2016 in which, according to the SEC, the company guided analysts down on revenue figures before quarter end. Earlier cases, such as those against Siebel Systems, turned on positive comments about business activity made at private events. In each case the issue was not the meeting itself but what was said in it.

Building Regulation FD compliance into the meeting process

Before the meeting

• Keep a written disclosure policy that names the authorised spokespeople. Others should not talk to investors about the business.
• Prepare the brief from public sources only, and link each figure to its source. The investor meeting preparation checklist describes the full process.
• Agree holding lines for high risk topics in advance.
• Respect your quiet period before results. Its length is set by your policy, not by Regulation FD.

During the meeting

• Have two company representatives in the room where possible. One of them, often the IR lead, watches for slips.
• Answer from the talking points. If a question needs new information, say that the company will address it publicly.
• Do not review or correct an analyst's model beyond pointing to public information.

After the meeting

• Debrief the same day. If anything material may have been said, escalate to the general counsel immediately so the company can decide on prompt public disclosure within the deadline.
• Log the meeting: attendees, topics, questions and any materials shared.
• Send follow up documents only if they are already public.

Records are your defence

If a question is ever raised about a meeting, contemporaneous records are the best evidence of what was and was not said. A meeting log with attendees, the brief that was prepared, the talking points used and a same-day review is far stronger than recollection months later.

This is why Issuers logs every investor interaction with a flag for FD review, keeps the brief and talking points with the meeting, and runs drafts of outgoing messages through a check for potential material nonpublic information before they are sent. Announcements go through approval steps with a full audit trail in the disclosure management module, and investor history lives in the investor relations CRM. The final decision on materiality always stays with your people.

A short Regulation FD checklist for the IR team

1. Authorised spokespeople named in a written policy.
2. Brief built from public, sourced information only.
3. Holding lines prepared for current trading, guidance and pending events.
4. Two company attendees, one watching for slips.
5. Same-day debrief and escalation route to counsel.
6. Prompt public disclosure process ready (8-K or press release) for the 24 hour window.
7. Every meeting logged and retained.

To see how a meeting brief with sourced figures and risks to avoid looks for your company, enter your ticker on the Issuers homepage. Plans for listed companies are on the pricing page.