Regulation FD
Regulation Fair Disclosure (Reg FD) is an SEC rule adopted in 2000 that prohibits public companies from selectively disclosing material nonpublic information to securities analysts or investors without simultaneously making the same disclosure available to the general public.
Before Regulation FD took effect in October 2000, it was common practice for public companies to provide earnings guidance, strategic updates, and other market-moving information to sell-side analysts and large institutional investors before making it available to the public at large. Retail investors and smaller institutions were effectively at an informational disadvantage, receiving important company information only after professionals had already acted on it.
Regulation FD addressed this by requiring simultaneous public disclosure whenever a company intentionally discloses material nonpublic information to certain categories of recipients: broker-dealers and their associated persons, investment advisers and their associated persons, investment companies and their associated persons, and holders of the company's securities who might reasonably be expected to trade on the information.
The rule distinguishes between intentional and unintentional disclosures. If a selective disclosure is intentional, the company must simultaneously make public disclosure — typically through a Form 8-K filing, a press release over a recognized wire service, or a webcast accessible to the public. If the selective disclosure is unintentional (the company did not realize it was disclosing material information), the company has a prompt correction obligation: it must make public disclosure as soon as it is reasonably practicable after realizing material information was selectively disclosed.
Regulation FD applies to disclosure by senior officials of the company — directors, executive officers, investor relations officers, and other senior personnel likely to communicate with analysts and investors. It does not create a private right of action (only the SEC can enforce it), and it does not apply to disclosures made in the ordinary course of business (such as to vendors, customers, employees, or advisers bound by a duty of confidentiality).
The practical impact of Regulation FD has been to concentrate public company communications around formal channels: earnings calls (which must be webcast publicly), press releases, Form 8-K filings, and investor day presentations accessible to all. Companies and their investor relations teams invest significant effort in ensuring that no material information is inadvertently conveyed in one-on-one meetings with analysts. The rule has also fueled demand for alternative data — information derived from public or non-company sources (satellite imagery, credit card data, web traffic) that provides insights into company performance without triggering Reg FD concerns.