New SEC Ruling Plays It Safe on Corporate Disclosure Via Social Media

最近的美国证券交易委员会裁决似乎向公司提供了NOD，通过社交媒体制定重要的财务披露。但在Facebook和Twitter上的免费表达时，不要期望快速变化。通过借助于教学方式，SEC将留下的公司犹豫不决，发布了帖子。

Netflix首席执行官Reed Hastings去年7月挑起了监管机构，当时他使用他的个人Facebook页面宣布，在线电影服务的月度观看刚刚占上10亿小时。证券探讨了违规的Facebook邮报，该职位无人陪伴，即美国公司在披露此类指标时预计违反证券交易所。利用洛杉矶基于基于洛杉矶的Netflix之前的披露六个月，六个月的媒体时间揭示了大幅增加，六个月，使用了传统的渠道。在4月2日统治此事时，SEC声称，没有正式的新闻稿，在公司网站或Facebook页面上的8-K申请或留言来预测个人帖子，黑斯廷斯已经搞砸了。

“Questions were prompted by the case and by the media,” says Lona Nallengara, acting director of the SEC’s division of corporation finance, of the decision to investigate. His summary of the ruling: “You can use social media to disclose material information; you just need to tell people it will be there.”

The Netflix investigation looked at how corporations should apply the SEC’s Regulation Fair Disclosure (Reg FD) of 2000 and its 2008 “Guidance on the Use of Company  Web Sites” to social media. Reg FD, along with Section 13(a) of the Securities Exchange Act, forbids public companies or their representatives from selectively disclosing material information to equity analysts, other professionals or shareholders who might trade on it before it becomes public knowledge. The commission’s 2008 guidance on websites, blogs and unknown future means of communication explained that a company must disclose such information “through a recognized channel of distribution.”

裁决引发震惊，沮丧或漠不关心取决于一个人的观点。“Netflix和Hastings的情况已经存在了一段时间，”芝加哥州麦克德摩特威尔·麦克风＆emery的证券实践负责人Thomas Murphy说。“[秒]借此机会奠定基础规则的事实是一个惊喜。”墨菲指向监管机构的决定不收取黑斯廷斯或其公司。“但如果有人明天做了确切的事情，他们就会，”他争辩。

Nallengara doesn’t expect throngs of corporate executives to start putting material information on Facebook and Twitter any time soon. “If you ask lawyers in disclosure practices, their advice would be ‘Don’t do it,’ ” he says. Murphy agrees, noting that companies will need to add disclaimers to social media postings: “Are people going to want to have disclaimers on their Facebook page? I would say it’s not worth it.”

Those roadblocks don’t thrill Lou Kerner, the first-ever social media equity analyst and New York–based portfolio manager of the Social Internet Fund at National Asset Management, a division of National Securities. “Broker-dealers won’t let me tweet,” gripes Kerner, stressing the irony of his predicament as a social media specialist who can’t use the tools of the trade. “It’s great for regulators to say you can do it,” he says. “But until they say, ‘Here’s how you can do it,’ you won’t.”

Robert Lamm, chairman of the New York–based Society of Corporate Secretaries and Governance Professionals’ securities law committee, sounds just as frustrated. “I don’t want to slam the SEC too hard, but it’s disappointing to see them take the position they’re taking,” says Lamm, who spent four decades in corporate governance, including five years as assistant general counsel at U.S. drugmaker Pfizer. Instead of outlining how companies should proceed with social media, the regulator is scaring them away, he asserts.

社会的media strategist and attorney Glen Gilmore is more optimistic. “Social media is the communication medium of choice,” says Hamilton, New Jersey–based Gilmore. “This will create a lot more communication in social media about the characteristics of companies,” he predicts of the Netflix ruling.

As for analyst Kerner, he’s in no rush to tangle with the SEC. “Most people who are smart will let someone else blaze the trail,” he says. “This is the future, but it’s a rocky road to get there.”

The recent hack of the Associated Press’s Twitter feed won’t hasten the acceptance of social media for company disclosure. A tweet last week claiming that President Barack Obama had been injured by a bomb knocked the Dow Jones Industrial Average down 145 points before it recovered.