rego-sox-302-001

rules/rego/complyedge/us_corpus/sox_material_disclosure.rego

Citation

Not stated in the rule file.

Condition

Disclosing material non-public information about a US issuer: forward- looking earnings or revenue guidance, an undisclosed merger or acquisition, or other insider information, shared selectively or outside the company's formal disclosure (Regulation FD).

Layer 1 detects

for US end users only, as whole words in any case and across line breaks, expect, expects, expected, forecast, forecasts, forecasted, guidance, project, projects, anticipate, anticipates, target or targets, then within 80 characters increase, decrease, grow, decline, beat, exceed, impact, earnings or revenue; earnings or revenue, then within 40 characters exceed, beat, increase or decrease; material or significant, then within 60 characters acquisition, merger, impact, earnings or disclosure; and insider, non-public, confidential or privileged, then within 60 characters information, knowledge, merger, earnings or acquisition. It matches wording, not meaning: it does not read who receives the information or whether it is already public, so it fires on a published earnings release as readily as on a selective tip, and it misses a disclosure told in other words. Whether a text selectively discloses material nonpublic information is judged in Layer 2. Deterministic OPA/Rego leaf so SOX blocks on the /v1/check hot path. TrustLint YAML (sox_material_disclosure.yaml) still serves /v1/sensitivity/detect. These patterns cover the smoke strings: forward-looking earnings guidance, material undisclosed events, insider info.

Condition type

Not stated in the rule file.

Status in the file

approved