On July 30, the Securities and Exchange Commission voted unanimously to provide new guidance to public companies about how to comply with federal securities laws, particularly with respect to the Securities Exchange Act of 1934, while developing their websites to serve as effective means for disseminating important information to investors.

The guidance will be issued in the form of an interpretative release and will address four topics:

  • How information on a company’s website can be considered “public” for purposes of meeting the Regulation FD “public disclosure” requirement;
  • The liability framework for information posted on company websites, including access to historical/archived data without it being considered reissued; hyper-linking to third parties without “adopting” the third-party information; providing summary information in the context of securities laws’ antifraud provisions; and the content of interactive web sites such as company-sponsored blogs or electronic shareholder forums;
  • The extent to which “disclosure controls and procedures” apply to information posted on a company website; and
  • The format of information posted on a company’s website, including the notion that the information need not be “printer-friendly.”

The SEC’s interpretative release will be posted on the SEC website shortly and will be immediately effective upon its publication in the Federal Register.