Lee T. Barnum, Karl A. Groskaufmanis and Nicole R. Love
To explain and analyze the U.S Securities and Exchange Commission’s complaint filed in the U.S. District Court for the Southern District of New York against AT&T Inc. alleging…
Abstract
Purpose
To explain and analyze the U.S Securities and Exchange Commission’s complaint filed in the U.S. District Court for the Southern District of New York against AT&T Inc. alleging repeated violations of Regulation FD (Fair Disclosure), and against three of AT&T’s Investor Relations executives for aiding and abetting those violations.
Design/Methodology/Approach
Describes the SEC’s allegations and AT&T’s response and recommends practice points that issuers and their legal counsel can draw from the enforcement action.
Findings
The SEC’s suit against AT&T and its three IR executives serves as an important reminder that the SEC remains committed to ensuring the full and fair disclosure of information by issuers and is willing to litigate Regulation FD-based enforcement actions when it deems necessary.
Practical Implications
Every public company must develop systems to manage selective disclosure risks in its investor relations program.
Originality/Value
Practical guidance from experienced corporate governance, litigation, capital markets, securities enforcement and regulation lawyers.
Details
Keywords
Karl A. Groskaufmanis and Kalman Ochs
The purpose of this paper is to draw attention to the Securities and Exchange Commission's (SEC's) insider trading principles as they apply to trading in debt securities based on…
Abstract
Purpose
The purpose of this paper is to draw attention to the Securities and Exchange Commission's (SEC's) insider trading principles as they apply to trading in debt securities based on the Commission's recent settlement with Barclays Bank.
Design/methodology/approach
The paper describes the SEC's complaint that Barclays purchased and sold securities while it was aware of material nonpublic information and discusses the implications of the resulting settlement and lessons that should be learned, including a warning for members of committees in bankruptcy cases, the critical significance of receiving material information under a confidentiality agreement, the uncertain legal standing of so‐called “big boy” letters, and the importance of “information barriers” being demonstrably effective.
Findings
While the law of insider trading was developed predominantly in the equity markets, the Settlement demonstrates that the SEC remains committed to exporting its insider trading principles to the markets for other securities.
Practical implications
Every financial institution should be aware of when a part of its organization is receiving material, non‐public information from a public company, restrict trading while the firm is aware of this information, or alternatively maintain and document procedures that separate that information from individuals who are making investment decisions, and develop systems to ensure compliance with applicable bankruptcy laws,
Orginality/value
The paper provides practical guidance from experienced securities lawyers.