Regulation FD

Extracted Attributes

• Full Name

  Regulation Fair Disclosure

• Promulgator

  U.S. Securities and Exchange Commission (SEC)

• Codification

  17 CFR 243

• Applicability

  Public companies and persons acting on their behalf (senior officials)

• Primary Objective

  Eliminate selective disclosure and ensure a level playing field for investors

• Common Abbreviation

  Reg FD

• Standard Filing Method

  Form 8-K

Timeline

• Regulation FD is promulgated by the U.S. Securities and Exchange Commission (SEC) to address abuses in selective conversations with analysts. (Source: Wikipedia)

  2000-08-01

• The SEC issues interpretive guidance regarding the use of company websites as a component of effective public disclosure under Regulation FD. (Source: Web Search (Blank Rome))

  2008-08-01

• The Wex Definitions Team at Cornell Law updates the legal overview and definitions for Regulation Fair Disclosure. (Source: Web Search (Cornell Law))

  2022-02-01

Regulation Fair Disclosure

Regulation FD (Fair Disclosure), ordinarily referred to as Regulation FD or Reg FD, is a regulation that was promulgated by the U.S. Securities and Exchange Commission (SEC) in August 2000. The regulation is codified as 17 CFR 243. Although "FD" stands for "fair disclosure", as can be learned from the adopting release, the regulation was and is codified in the Code of Federal Regulations simply as Regulation FD. Subject to certain limited exceptions, the rules generally prohibit public companies from disclosing previously nonpublic, material information to certain parties unless the information is distributed to the public first or simultaneously.

Web Search Results

• Guidelines for Using the Company Web Site for Regulation FD ...

  Regulation FD was originally adopted by the SEC in 2000 to address abuses that arose in connection with public company officers’ or other company representatives’ selective conversations with analysts regarding earnings estimates and other nonpublic matters concerning the company. Generally, under Regulation FD, if a company or any person acting on its behalf makes selective disclosure of material nonpublic information regarding the company or its securities, then the company must make public disclosure of such information. Public disclosure of information can be achieved by filing a current report of Form 8-K containing such information with the SEC or by disseminating the “information through another method (or combination of methods) of disclosure that is reasonably designed to provide [...] Regulation FD provides sufficient flexibility to companies in terms of which method of public disclosure should be used. However, the SEC stated in the Regulation FD adopting release that posting of information on a company web site was not, by itself, a “sufficient means of public disclosure,” but only a “component of an effective disclosure process.”3 This statement effectively limited the usefulness of the web site for Regulation FD purposes and companies typically elected to utilize the Form 8-K to disclose information required by Regulation FD. [...] In August 2008, the Securities and Exchange Commission issued interpretive guidance1 on the use of company web sites for compliance with Regulation FD (Fair Disclosure) requirements. This release represents the SEC’s continued efforts to promote the use of company web sites as a vehicle for the dissemination of information to investors in order to bring SEC disclosure requirements in line with the twenty-first century technology and communication methods.

• [PDF] Regulation FD (Selective Disclosure) Guide – 2025

  CFR 239.45) under the Securities Act of 1933 (15 U.S.C. 77a et seq.), or Form N-2 (17 CFR 239.14 and 274.11a-1) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) and the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), an issuer is deemed to have filed all the material required to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) or where applicable, has made those filings in a timely manner; or (b) There is adequate current public information about the issuer for purposes of § 230.144(c) of this chapter (Rule 144(c)). © 2025 Winston & Strawn LLP Regulation FD Handbook \\ 15 Appendix B: Compliance & Disclosure Interpretations SECTION 101. RULE 100: GENERAL RULE REGARDING SELECTIVE DISCLOSURE QUESTION 101.01 Question: [...] not commenting on or agreeing with any projections or other forward-looking statements. © 2025 Winston & Strawn LLP Regulation FD Handbook \\ 5 II. Overview of Regulation FD A. THE GOAL – CREATING A LEVEL PLAYING FIELD The purpose of Regulation FD is to create a level playing field for all investors with respect a company’s material, nonpublic information (i.e., the company is not permitted to selectively disclose such information to certain persons). Specifically, Regulation FD provides that when a company, or person acting on its behalf, discloses material, nonpublic information to certain types of persons (generally, investors, analysts and other securities market professionals), the company must publicly disclose that information: • promptly – for an unintentional selective [...] Act of 1934 (15 U.S.C. 78l), or is required to file reports under Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)), including any closed-end investment company (as defined in Section 5(a)(2) of the Investment Company Act of 1940) (15 U.S.C. 80a-5(a)(2)), but not including any other investment company or any foreign government or foreign private issuer, as those terms are defined in Rule 405 under the Securities Act (§ 230.405 of this chapter). (c) Person acting on behalf of an issuer. “Person acting on behalf of an issuer” means any senior official of the issuer (or, in the case of a closed-end investment company, a senior official of the issuer's investment adviser), or any other officer, employee, or agent of an issuer who regularly communicates with any person

• Regulation FD Policy - ZyVersa Therapeutics, Inc.

  The Securities and Exchange Commission’s (“SEC”) Regulation FD (Fair Disclosure) (“Regulation FD”) prohibits the selective disclosure of material nonpublic information to certain Enumerated Persons (as defined below). The regulation is intended to eliminate situations in which a company may disclose important nonpublic information to securities analysts or selected institutional investors, before disclosing the information to the general public. Regulation FD requires that, whenever the Company (or a person acting on its behalf) intentionally discloses material nonpublic information to certain specified persons (including broker‑dealers, analysts and security holders), the Company must simultaneously disseminate the information to the public in a manner consistent with Regulation FD. [...] The Company adopted this Policy to ensure that any persons acting on its behalf comply with Regulation FD. This Policy applies to every director and employee of the Company and its subsidiaries, and complements the Company’s Statement of Company Policy on Insider Trading and Policy Regarding Special Trading Procedures. This Policy may be amended, terminated or reinstated at any time in the discretion of the Company’s Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”). II. PURPOSE [...] Regulation FD Policy :: ZyVersa Therapeutics, Inc. Skip to main navigation is committed, consistent with legal and regulatory requirements, to providing timely, orderly, consistent and credible material information to its security holders and potential investors. The Company has developed detailed guidelines and procedures for receiving requests for, and ultimately disclosing, material information. Please refer to the full text of this Regulation FD Policy (this “Policy”) for a complete description of these guidelines and procedures. This Policy regards communications with security holders, analysts and others.

• Regulation Fair Disclosure - Wikipedia

  Appearance From Wikipedia, the free encyclopedia Regulation FD (Fair Disclosure), ordinarily referred to as Regulation FD or Reg FD, is a regulation that was promulgated by the U.S. Securities and Exchange Commission (SEC) in August 2000. The regulation is codified as 17 CFR 243. Although "FD" stands for "fair disclosure", as can be learned from the adopting release, the regulation was and is codified in the Code of Federal Regulations simply as Regulation FD. Subject to certain limited exceptions, the rules generally prohibit public companies from disclosing previously nonpublic, material information") to certain parties unless the information is distributed to the public first or simultaneously. ## Details [edit] [...] ## References [edit] 1. ^ 17 CFR 243.100-243.103. Retrieved January 25, 2011. 2. ^ Adoption of Final Rule. Retrieved January 25, 2011. 3. ^ "Reg FD in e-CFR". 4. ^ "Reg FD Proposal (see text accompanying footnotes 42 and 43)". 5. ^ Birnbach, Deborah. "SEC Clarifies Social Media Use and Reg FD Compliance". Archived from the original on 2016-04-02. Retrieved 2013-09-08. 6. ^ a b c "Compliance and Disclosure Interpretations: Regulation FD". www.sec.gov. Retrieved 2020-03-24. 7. ^ "FREQUENTLY ASKED QUESTIONS ABOUT REGULATION FD" (PDF). Morrison & Foerster LLP. Archived (PDF) from the original on 2018-10-29. 8. ^ "The Return of Regulation FD Enforcement: Implications for Private Equity". Debevoise. Retrieved 2020-03-24. Retrieved from "" Categories:

• Regulation Fair Disclosure (FD) | Wex - Law.Cornell.Edu

  The SEC promulgated Regulation FD in response to reports that public companies disclosed material non-public information, such as advance information on earnings results, to securities analysts or selected institutional investors. By requiring that companies disclose such material information, Regulation FD aims to ensure that all investors have equal access to the company’s material disclosures at the same time. In the case of intentional selective disclosures, the company must release the material information simultaneously. In the case of unintentional selective disclosure, the company must publicly disclose the material information shortly afterwards. Public companies file Regulation FD disclosures on a Form 8-K. Last updated in February of 2022 by the [Wex Definitions Team]