To: Don Miller who wrote (929 ) 11/7/2000 8:21:14 PM From: SJS Read Replies (1) | Respond to of 1805 Does this help any? ___________ Regulation Fair Disclosure : As we continue to learn how SEC Regulation FD will shake out, one thing has become abundantly clear: there is some serious confusion out there. Many companies still do not understand how to structure and issue forward guidance in order to avoid liability. The result of the confusion has been a disparate gap in how senior management guides the investment community. Some companies are simply posting updates on their web sites, but it is our understanding that this is not sufficient without a press release. On the positive side, many companies in Q3 included more detailed "Business Outlook" paragraphs in quarterly earnings reports. Some even published their internal earnings, revenue and margin forecasts. Conference calls/webcasts in which material disclosures are to occur will be open to the public, not just the analysts. On the negative side, some senior executives have decided the best way to avoid liability is to clam-up altogether, and although that's not the approach we'd like to see, who can blame them for protecting their own backs? Some sell-side analysts will have you believe that the fear that Reg FD has instilled in management will lead to a complete information blackout, resulting in a more volatile equity market. Of course, they used to be the ones bringing you the scoop on how XYZ Corp's quarter is shaping up, so it is understandable that they feel slighted. The analyst notes that used to start with, "After a discussion with CFO, John Doe last night...," will no longer be the market movers that they used to, because they won't exist. Instead, the analysts will have to do more industry research and customer channel checks. The sell-side analysts' jobs got more difficult, and they've had some of their thunder stolen, and they're not happy about it. However, when companies come to understand Reg FD (it will take some time), the flow of information will inevitably increase, not decrease. Solid companies don't want roller-coaster stock prices, they want to offer investors an attractive long-term investment, not a trading vehicle. To intentionally disclose material information at trade shows, shareholder meetings, analyst conferences, or any other non-public forum, a company will have to issue a press release either beforehand or simultaneously. The juicy "breakout sessions" for analysts only (media and individuals were asked to leave the room) that used to follow trade show presentations will become a thing of the past, and that is clearly a good thing. Don't believe the hype about an "information blackout," if it happens with a solid company, it will be temporary. The flow of information between management and their bosses (the shareholders) is a necessity, and Reg FD will reduce selective disclosure. We're all for a more level playing field. - Matt Gould, Briefing.com