Regulation FD: An Alternative Approach to Addressing Information Asymmetry

Abstract:     
This chapter traces the development of the SEC’s use of Regulation Fair Disclosure (FD) to address information asymmetry in the securities markets. The chapter describes the SEC’s developing enforcement policy and notes, in particular, the SEC’s efforts, through its selection and settlement of Regulation FD cases, to provide guidance to corporations and corporate officials about areas of key concern. The chapter concludes by highlighting current areas of particular importance, including disclosure of information through private meetings and the implications of technological innovations such as the internet and social media. The chapter is forthcoming in Research Handbook on Insider Trading (Stephen Bainbridge, editor).

Number of Pages in PDF File: 26

Keywords: Securities law and regulation, insider trading, Regulation Fair Disclosure, Regulation FD, Reg FD, Chiarella, Dirks, information asymmetry, federal securities fraud, materiality, selective disclosure practices, Siebel Systems, Office Depot, information flow and quality, technology, social computing

JEL Classification: K22

Accepted Paper Series