Series 79: Liability

Liability

A company that violates the disclosure requirements of Regulation FD is subject to SEC enforcement actions, but is not liable to investors in a private anti-fraud action. However, a material misrepresentation or omission in a disclosure under Regulation FD can give rise to liability under the anti-fraud provisions discussed previously.

Example: Locust-Be-Gone Pesticide sends a group email to several institutional investors, in which the company discloses important information about upcoming operational changes. This information, while completely accurate, is not made public. As a result, Locust-Be-Gone is in direct violation of Regulation FD.

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