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

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.

Asymmetric Effects of Regulation FD on Management Earnings Forecasts

ABSTRACT We document that the effect of Regulation Fair Disclosure (FD) on public management earnings forecasts (MFs) is asymmetric. Our results suggest that FD increased managers' use of MFs as a downward-guidance mechanism to help achieve meeting or beating earnings expectations. This effect is more pronounced when existing analyst forecasts are optimistic and when firms had selective disclosure policies pre-FD. We also find that the increased use of MFs as downward guidance leads to post-FD reductions in MF quality (accuracy and informativeness) for the downward guiding MFs that are most likely meet/beat motivated, while quality improves for upward-guiding MFs. Finally, our evidence suggests that results from prior research about FD-induced changes in information environment variables, such as analyst forecast quality and investor trading activities, depend on whether the firm issues MFs and whether those MFs are downward guiding. Data Availability: All data are available from public databases identified in the paper.