If you weren't looking over your shoulder in the past maybe you should start doing so soon if you don't change your posting practises of stating you had private communication with the principal of a company ...this one...that they disclosed to you they were heading to Switzerland to participate and aid SICPA in marketing efforts/opportunities AHEAD of a rank and file common shareholder vote to RATIFY a DEFINITIVE AGREEMENT that IS NOT A DEFINITIVE AGREEMENT TILL RECIEVING MAJORITY VOTE OF THE SHAREHOLDERS.
You had better start to think twice before putting your private dialogue in "_____" from the CEO of a publicly traded company and acting as a spokesman for the company unless you are authorized to do so...cuz what you did is exactly as outlined in this Reg FD article.
With increasing frequency, email blasts and update research reports are sent out to institutional equity investors that appear on the face to break the spirit, if not the letter, of Regulation FD (and its Canadian cousin).
Nortel and Air Canada are two high profile Canadian cases that stand out in my mind where “selective disclosure” led to major strife for all involved. Back in 2000, Oslers LLP put out a good summary that outlines why tighter rules were coming:
In its proposing release for Regulation FD the SEC expressed concern that “if corporate managers are permitted to treat material information as a commodity that can be parcelled out selectively, they may delay general public disclosure so that they can selectively disclose the information to curry favour or bolster credibility with particular analysts or institutional investors”. The SEC further noted:
“We are greatly concerned by reports indicating a trend toward less independent research and analysis as a basis for analysts’ advice, and a correspondingly greater dependence by analysts on access to corporate insiders to provide guidance and ‘comfort’ for their earnings forecasts. In this environment, analysts are likely to feel pressured to report favorably about particular issuers to avoid being ‘cut off’ from access to the flow of non-public information through future analyst conference calls or other means of selective disclosure. This in turn raises concerns about the degree to which analysts may be pressured to shade their analysis in order to maintain their access to corporate management.”
In practice, managers of public companies must be careful not to tell one analyst (or a conference of select portfolio managers) anything about their business that would likely be of interest to all investors and had not been otherwise disclosed; or available to all via a simultaneous webcast, for example.
At least that’s the theory.
I pasted one 2009-vintage research report below that serves as an example of what is now almost commonplace in certain corners of the brokerage world. At least 10% of daily research updates (excluding quarterly results blasts) are based upon a “live eye” corporate perspective; something the research analyst has gleaned from direct discussions with the public company’s management, a site visit, etc.
The language will be different, but it usually goes like this: “just got off the phone with ABC Co. management, and this is what they said.
With increasing frequency, email blasts and update research reports are sent out to institutional equity investors that appear on the face to break the spirit, if not the letter, of Regulation FD (and its Canadian cousin).
Nortel and Air Canada are two high profile Canadian cases that stand out in my mind where “selective disclosure” led to major strife for all involved. Back in 2000, Oslers LLP put out a good summary that outlines why tighter rules were coming:
In its proposing release for Regulation FD the SEC expressed concern that “if corporate managers are permitted to treat material information as a commodity that can be parcelled out selectively, they may delay general public disclosure so that they can selectively disclose the information to curry favour or bolster credibility with particular analysts or institutional investors”. The SEC further noted:
“We are greatly concerned by reports indicating a trend toward less independent research and analysis as a basis for analysts’ advice, and a correspondingly greater dependence by analysts on access to corporate insiders to provide guidance and ‘comfort’ for their earnings forecasts. In this environment, analysts are likely to feel pressured to report favorably about particular issuers to avoid being ‘cut off’ from access to the flow of non-public information through future analyst conference calls or other means of selective disclosure. This in turn raises concerns about the degree to which analysts may be pressured to shade their analysis in order to maintain their access to corporate management.”
In practice, managers of public companies must be careful not to tell one analyst (or a conference of select portfolio managers) anything about their business that would likely be of interest to all investors and had not been otherwise disclosed; or available to all via a simultaneous webcast, for example.(and that would include not to tell one investor vs all investors their actions to return to Switzerland to aid SICPA in their marketing efforts ahead of a DI ratification vote still nearly 3 weeks into the future -vs all investors recieving this same information SS)
At least that’s the theory.
I pasted one 2009-vintage research report below that serves as an example of what is now almost commonplace in certain corners of the brokerage world. At least 10% of daily research updates (excluding quarterly results blasts) are based upon a “live eye” corporate perspective; something the research analyst has gleaned from direct discussions with the public company’s management, a site visit, etc.
The language will be different, but it usually goes like this: “just got off the phone with ABC Co. management, and this is what they said.”
(That should strike a chord of familiarity with you and the other posters who seen the post Zen...Cuz is exactly word for word describing what you did Zen WORD4WORD...you should change your posting name from Zen to Kharma cuz you got some bad stuff in that vein coming SS)