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Combatting the “Whisper” Leveling the Playing Field.

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Presentation on theme: "Combatting the “Whisper” Leveling the Playing Field."— Presentation transcript:

1 Combatting the “Whisper” Leveling the Playing Field

2 2001: A Lousy Year

3 Sarbanes-Oxley Act 2002 ● Public Company Accounting Oversight Board (PCAOB) ● Auditor Independence ● CEO and CFO Certification of Results ● Criminal Offenses for Fraud/Records Tampering

4 Breaking Up the Clubhouse Buy Side: Major mutual funds (Fidelity, Janus, Putnam etc.); public employee retirement systems; “Institutional Investors”Buy Side: Major mutual funds (Fidelity, Janus, Putnam etc.); public employee retirement systems; “Institutional Investors” Sell Side: Investment firms (JP Morgan, Morgan Stanley, Goldman Sachs); “Institutional Investors”Sell Side: Investment firms (JP Morgan, Morgan Stanley, Goldman Sachs); “Institutional Investors”

5 SEC Fair Disclosure Regulation FD provides that when a company discloses “material” nonpublic information to certain individuals or entities — such as stock analysts or shareholders — the company must make public disclosure of that information. In this way, the new rule aims to promote the full-and- fair disclosure. (Media Exempted)

6 Famous Mark Twain Quote "Never pick a fight with people who buy ink by the barrel."

7 Reg FD Pressure Points CEO and CFO Corporate Public Relations Investor Relations Corporate Legal Corporate Finance News Media

8 What Are The World’s Most Dangerous Questions? “How’s Business?” Selective Disclosure? What is “Material?”

9 So What Is “Material?” Any information that would prompt an investor to buy, sell or hold a company’s stock. The SEC is on-guard for “selective disclosure of material information”

10 Steve Jobs Dies?

11 Amazon Announces New Kindle Reader?

12 Salesforce.com Announces a Four-for-One Stock Split

13 Nike to acquire Under Armour

14 Nordstrom Opens Full-Service Eugene, Oregon Store?

15 Nordstrom Opens Full-Service London, UK Store?

16 Deloitte & Touché LLP No Longer The Auditor for Starbucks

17 Did Apple benefit from (non)- disclosure of CEO Steve Jobs’ health problems?

18 Reg FD Violation? Your publicly traded company reported four weeks ago…. The Eugene Register Guard calls and asks: “What is the company’s guidance for the present quarter?” You repeat what was contained in the quarterly release? (e.g. top line, bottom line, gross margin, cash) Did you just violate SEC regulations?


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