For publicly traded companies, there are two types of “quiet periods”: First, there’s the heavily regulated, post-IPO period when a company cannot talk about its aims and earnings. Second, there’s the quiet period at the end of each quarter when companies stop communicating with Wall Street once they begin to get a handle on the quarterly results. While this second type isn’t regulated, it is still important to have a defined policy governing this quiet period to both guide your external communications practices (especially with analysts and investors) and to remain in compliance with Reg FD.
Quiet periods have no standardized length. These quarterly periods end, of course, with the earnings conference call and/or press release; but it’s up to each particular company to determine when they begin. Constructing the optimal quiet period will vary, depending on how quickly earnings are determined, as well as how experienced executives are with analyst and investor interactions. Following are some suggestions to help guide your company’s activities as they relate to quiet periods.
Quiet period “don’ts”
- Don’t make exceptions. Quarterly quiet periods received more attention after the enactment of Regulation FD, which prohibits companies from appearing to favor one analyst or investor over another. Once the policy is set, do not make exceptions for anyone. The most important strategy is to make sure you communicate with all audiences consistently and share the same information. Continue Reading
Last week, we wrote about Regulation FD, now in its 13th year of implementation, and offered Part One of a quiz designed to test how well you understand the regulation. Here, we offer a slightly more challenging Part Two of the quiz. We hope you will find this helpful as you think about real life Reg FD situations. Since the following answers should not be construed as legal advice, we also urge you to talk with your legal counsel before deciding what practices are best for your company and its particular disclosure situations.
Reg FD Quiz, Part Two- Violation or Not?
1. CEO is aware that your company will likely miss quarter consensus estimates, but this hasn’t been disclosed. CEO looks downtrodden in 1×1 meeting, and talks about what a tough macro environment it has been for the industry. A week later, your company announces lower than expected revenues. Stock trades down sharply on higher than normal volume.
Did the CEO violate Reg FD? (YES) The CEO selectively disclosed material, non-public information through non-verbal cues. Hindsight is perfect; hold a poker face or don’t talk.
2. At a webcasted analyst day, management outlines its new product pipeline, how the products compare to existing technologies and treatments and the timeline for product launches. Two weeks later, in a 1×1 meeting with an investor who missed the analyst meeting, management answers questions about how some of the new products differ from competition.
Regulation FD, now in its 13th year of implementation, remains a source of consternation for senior management and investor relations teams in their communications with investors. Some companies err on the side of excessive caution and end up rarely engaging in regular, productive dialog with The Street. Other companies go the other extreme and provide copious amounts of detail while filing an abundance of 8Ks. Finding the appropriate balance is the best strategy for open, useful relationships with investor audiences while steering clear of actions that could lead to SEC penalties.
Here, we offer a brief description of what Reg FD is, followed by a simple test to help you determine your level of compliance with the regulation. We hope you will find this helpful as a starting point as you think about Reg FD. Since the following answers should not be construed as legal advice, we also urge you to talk with your legal counsel before deciding what practices are best for your company and its particular disclosure situations.
What is Reg FD?
Reg FD is the SEC’s attempt to level the playing field for all investors – institutional and individual – by prohibiting selective disclosure of material information.