This Note will explore Regulation FD’s development, from its enactment in 2000 to its status in the age of social media. It will ultimately propose a safe harbor provision that clearly delineates when issuers and corporate insiders are not subject to the regulation’s requirements. Part I provides an overview of Regulation FD’s provisions and enforcement as well as the SEC’s subsequent guidance, which attempts to elucidate the regulation’s application to new technologies. Part II analyzes the specific problems that arise when Regulation FD is applied to information distributed through social media and assesses scholars’ proposed solutions to these problems. Lastly, Part III proposes that a revised Regulation FD should incorporate a social media safe harbor provision to clarify the regulation’s application to corporate insiders’ use of social media to disseminate market-moving information.
Inflated Private Offering: Regulating Corporate Insiders and Market Moving Disclosures on Social Media,
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Available at: https://scholarship.law.vanderbilt.edu/vlr/vol73/iss1/6