Founded in 1969, NIRI is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. The largest professional investor relations association in the world, NIRI’s more than 3,300 members represent over 1,600 publicly held companies and $9 trillion in stock market capitalization.

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Actionable Takeaway Documents

Take-Aways: Reg FD Checklist - How to Know When a Reg FD Violation is Happening (with a particular focus addressing analyst earnings estimates)

Why Now?
While Regulation FD has been with us for several years and all IROs are aware of the limitations surrounding this SEC rule, many companies continue to stumble over just what constitutes confidential and material information and how and when it should be distributed to the investing public. For example, many companies do not have written Regulation FD policies or procedures or training in place as was the case with Office Depot. Another example includes NetApp who was recently caught off guard by posting its earnings release to its website without security passwords and before its public release. In this case, the release was accessed by Bloomberg News who published the news one hour before the actual release hit the wire. Are companies sloppy or are we still lacking adequate information on how to enforce Reg FD within our organizations?

Session Material

Fisher Presentation

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Improper Disclosure to Analysts: The Office Depot Case Study*

Mon - Jun, 13 | 4:15 pm - 5:30 pm
Location: Palazzo ABC (Lobby Level - JW)

Category: Regulations and Governance | Secondary Category: Communications

Many companies take for granted that their "off the record" conversations with analysts and investors do not violate Regulation FD. However, Office Depot, who was recently sanctioned by the Securities & Exchange Commission (SEC) for selectively conveying to analysts and institutional investors that the company would not meet analysts' earnings estimates, crossed the line. This presentation will focus on:

An examination of the SEC charges against Office Depot
What triggered the SEC investigation of Office Depot
How to avoid becoming the next SEC poster child for violating Reg FD when you or your executives are talking with analysts and investors

Moderator/Lead Speaker:
Karen Fisher, formerly Vice President of Investor Relations & Compliance
DivX Inc.

Panelist(s)/Co-Speaker(s):
Steven J Meiner, Senior Counsel - Division of Enforcement
U.S. Securities and Exchange Commission, Miami Regional Office

Steven P Przesmicki, Partner
Cooley LLP

Brian Turcotte, Vice President, Investor Relations
Office Depot

Learning Objectives:

Attendees will learn what information can and cannot be discussed with analysts and investors, particularly as it relates to earnings estimates and guidance, and how to identify when a pre-release of earnings is required
Attendees will learn what steps they should take to help company executives avoid the pitfalls of discussing nonpublic information with analysts and investors
Attendees will learn how to identify situations where they need to take action to avoid an SEC enforcement action

* Draft description as of 6/21 7:14 pm, subject to change

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