SOX_HYBRID_MATERIAL_DISCLOSURE_001

rules/regulations/us/sox_material_disclosure.yaml

Citation

17 CFR 243.100(a) (Regulation FD): Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to any person described in paragraph (b)(1) of this section, the issuer shall make public disclosure of that information as provided in § 243.101(e): (1) Simultaneously, in the case of an intentional disclosure; and (2) Promptly, in the case of a non-intentional disclosure.

Condition

Covers possible disclosure of material nonpublic information about an issuer, which Regulation FD (17 CFR 243.100) governs.

Layer 1 detects

the risk-flag patterns of the first tier only: guidance, forecast, expect, project, anticipate, plan or target (or with an s) followed later on the same line by increase, decrease, grow, decline, achieve, reach or deliver; Q1 to Q4, quarter or earnings, then will, should, likely, expect or expected, then be, show, deliver or report; material or significant, then at most one word, then impact, change, development, event, transaction, contract, deal, acquisition or merger; revenue, earnings, profit, loss, margin, EBITDA or cash flow followed later on the same line by increase, decrease, grow, decline, outperform or underperform; insider, non-public, confidential, privileged, unreported or internal information, data, knowledge, numbers, projections, estimates or forecasts; internal, confidential or non-public projections, estimates, forecasts, models or analysis; acquisition, merger, joint venture or strategic partnership and upcoming, planned, pending, undisclosed, material or about on the same line, in either order; ahead of, behind, below, above, exceed, beat, miss, outperform or underperform, then at most one word, then expectations, estimates (not after analyst or market), guidance, consensus or projections; isn't, not or doesn't, then reflected, captured or included, then in or by current, public, existing or published guidance, estimates, projections or forecasts; expect, anticipate, project, forecast, estimate, predict, likely or probable followed later on the same line by earnings, revenue, growth, performance, results, margin or profitability; intend, plan, believe, target, goal or objective followed later on the same line by quarter, year, fiscal, annual, guidance or outlook; and the words outlook, prospects, future performance, expected trends, anticipated results or going forward. The safe bypass patterns and the materiality, escalation and timing conditions in this file are not run. It matches wording, not meaning: it does not read who receives the text or whether the information is already public, so it fires on a public filing and on a disclosure under a confidentiality agreement ("Under the NDA you signed, here is our draft: we expect revenue to grow 10% next year."), and it misses material news told in other words ("Heads up for your fund: we have signed a confidential term sheet to acquire Contoso; the announcement is in two weeks."). Whether a text is a selective disclosure of material nonpublic information is judged in Layer 2.

Condition type

hybrid_detection (Tier 1 patterns); executive_escalation, materiality_assessment, sox_timing_check condition in the file, not run by the engine

Status in the file

approved