U.S. Securities and Exchange Commission (SEC) brings regulation FD enforcement action against AT&T Inc.

Abstract

Purpose To explain and analyze the U.S Securities and Exchange Commission’s complaint filed in the U.S. District Court for the Southern District of New York against AT&T Inc. alleging repeated violations of Regulation FD (Fair Disclosure), and against three of AT&T’s Investor Relations executives for aiding and abetting those violations. Design/Methodology/Approach Describes the SEC’s allegations and AT&T’s response and recommends practice points that issuers and their legal counsel can draw from the enforcement action. Findings The SEC’s suit against AT&T and its three IR executives serves as an important reminder that the SEC remains committed to ensuring the full and fair disclosure of information by issuers and is willing to litigate Regulation FD-based enforcement actions when it deems necessary. Practical Implications Every public company must develop systems to manage selective disclosure risks in its investor relations program. Originality/Value Practical guidance from experienced corporate governance, litigation, capital markets, securities enforcement and regulation lawyers.