Meeting SEC FD Regulations for Press Releases in US

FD regulations mandate that whenever a public company or person acting on its behalf discloses material non-public information they must disclose that information to the public. The timing of the release of information depends on whether the disclosure was intentional or unintentional. The company must make its disclosure simultaneously in the case of intentional disclosures, or promptly afterwards in the case of unintentional disclosures.

It must be noted that information is considered material if “there is a substantial likelihood that a reasonable shareholder would consider it important” in making an investment decision.38 To fulfill the materiality requirement, there must be a substantial likelihood that a fact “would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”39Information is nonpublic if it has not been disseminated in a manner making it available to investors generally.40

As a rule, the following would likely be considered material information of importance to investors:

  • Earnings information (including historical or earnings estimates)
  • Mergers, acquisitions, tender offers; joint ventures or changes in assets
  • New products or discoveries
  • Developments regarding customers or suppliers, such as the acquisition or loss of a contract
  • Changes in control or management
  • Change in auditors or auditor notification that an issuer may no longer rely on an auditor’s report
  • Defaults on senior securities
  • Stock splits or dividends
  • Redemptions or repurchases of securities
  • Public or private sales of securities
  • Bankruptcy

Dissemination of the information to the public is dictated by regulation FD to reasonably provide broad, non-exclusionary distribution of information to the public. This can include webcasts, but there must be a release prior to the webcast alerting investors of the date and time. For most publicly traded companies, a press release to the wire meets FD regulations

The SEC also notes, “technological developments have made it much easier for issuers to disseminate information broadly. Whereas issuers once may have had to rely on analysts to serve as information intermediaries, issuers now can use a variety of methods to communicate directly with the market. In addition to press release service, these methods include, among others, Internet webcasting and teleconferencing.”


The above does not touch on the need for filing an 8k for a company based upon major events shareholders should know about.

Meeting Regulations for Press Releases in Canada

In Canada, each province or territory regulates their own securities.

Additionaly, the Investment Industry Regulatory Organization of Canada is the national self-regulatory organization, overseeing all investment dealers and trading activing on debt and equity marketplaces in Canada:

IIROC’s Recognition Orders from each province’s securities regulator are listed here:

Furthermore, per IROC:

“Every listed company on the TSX is responsible for having IIROC review its news releases prior to being disseminated over the news wires. Listed companies on the TSX Venture Exchange must have IIROC review their news releases in accordance with TSX Venture Policy 3.3. CNSX Timely Disclosure policy also requires its issuers to provide a draft news release to market surveillance in advance of issuance if the news is deemed material.”

“A trading halt is issued to suspend trading in a security while material news from the company is disseminated. Halts are usually temporary – less than two hours – with trading resuming once the company has issued the important news. Halts and resumptions are issued by IIROC or a marketplace upon which the security is listed or quoted.”

Additionally, the Ontario Securities Exchange, OSC has mandates regarding continuous disclosure:

“most continuous disclosure documents get filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at  SEDAR is the official site that provides access to most public securities documents and information filed by public companies and investment funds with the Canadian Securities Administrators.”

IROC regulates the following Marketplaces:

  • Aequitas NEO Exchange
  • NEO Book
  • Lit Book
  • Crossing Facility
  • Bloomberg Tradebook Canada
  • Canadian Securities Exchange/TMX Group
    • CSE, TSX, TSXV
  • Chi-X Canada
  • Instinet Canada Cross Limited (ISX)
  • Liquidnet Canada Inc.
  • Omega ATS
  • Alpha Exchange
  • TriAct Canada Marketplace

IROC Regulatory & Investing Links: