8.5.4 Managing Disclosure Risk

The most effective approach to addressing the risks of misleading informal statements to the market and selective disclosure is generally to provide information on topics of interest reviewed for completeness and accuracy from a securities law perspective accessible to all market participants. An issuer may, for example, use EMMA to post voluntary disclosure to the market that does not fit in one of the “traditional” required disclosure categories of offering document, annual report, or other material event notice. Issuers have used this option to disclose the approval of potential refunding transactions, anticipated tender offers, and updates on significant developments that do not fit one of the listed events from SEC Rule 15c2-12.

Another strategy is to create and maintain an “investor relations” page on the issuer’s website as a repository for the issuer’s statements to the market and other information investors or potential investors frequently seek out. The site can be available to members of the general public who read and accept an appropriate disclosure and disclaimer before accessing the site, including a statement that no content contained in or accessible by link from the issuer’s website is intended to be relied upon in connection with the purchase or sale of the issuer’s securities. The issuer must, however, control, maintain, and update the content of the website. Disclosures to the market should be dated and should clearly state that the disclosure speaks only as of its date and that the issuer has not undertaken to update or correct the information based on events occurring after that date.