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Fair Disclosure Faces Critics

If the boldest U.S. securities regulation passed in the last year has had one visible effect, it's that companies are more willing than ever to pump out press releases and hold webcasts where they yak about their financial condition.

In the last quarter, the number of press releases issued by companies about upcoming earnings rose 78 percent, according to PR Newswire, one of the largest issuers of corporate announcements.

Over the last six months, at rival BusinessWire, the number of announcements by companies about investor webcasts has more than quadrupled. At the same time, nearly all public companies are now offering earnings conference calls -- once usually an invitation-only event -- streamed over the Internet.

Those were some of the findings relayed to officials of the U.S. Securities and Exchange Commission Tuesday at a hearing on the progress of a controversial policy measure known as Regulation FD, or "Fair Disclosure." The regulation, passed last year, prohibits companies from passing on material information to Wall Street insiders without making it available to the general public.

The question is whether the masses of corporate press releases and scripted webcasts now available online are really worth consuming.

On one side were folks like Mark Coker, founder of conference call directory BestCalls.com, who gushed that the rules have ushered in "the age of the transparent corporation."

On the other side were commentators like Michael Blumstein, director of North America Research at Morgan Stanley, who feared that the flow of public company information has deteriorated in the last few months.

"We have a lot of information now, but do we have depth of information?" Blumstein said.

Fear of violating fair disclosure requirements, he said, has made companies increasingly reluctant to answer questions with information that isn't regurgitated from a past press release or conference call.

Laura Unger, Acting SEC chairman and formerly an opponent of adopting Regulation FD, told the gathering that the agency does not plan to aggressively enforce fair disclosure rules at this time.

Instead, Unger said the SEC planned to publish more detailed guidelines to determine what qualifies as "material information" so companies don’t withhold things unnecessarily.

A number of executives said that kind of guidance is sorely needed. They don't want to live in constant paranoia of violating the regulations by accidentally saying too much in a one-on-one conversation.

In addition, they'd like to have a better idea of what kind information isn't material and doesn't need to be made public, said Polly Pearson, vice president of investor relations at EMC Corp, a storage device maker.

"Issuing an earnings release every time someone winks or smiles or does something that someone thinks is material could be like dropping a bomb on your stock," she said.

About 40 people, ranging from press release publishers to technology executives to Wall Street analysts, offered their two cents at the SEC hearing on the regulation, which took effect last October despite opposition from many in the securities industry.

From Wired News, http://www.wired.com/news/business/0,1367,43261,00.html

Posted on 25 April, 2001