Key takeaways:

  • The SEC recently charged a former IR officer at First Solar with violating Regulation FD in one-on-one conversations with certain analysts and investors.
  • Importantly, and in keeping with past practice under analogous circumstances, the SEC indicated that it determined not to bring an enforcement action against First Solar based on several factors relating to the strength of the company’s compliance policies and procedures.
  • Issuers are reminded to review and, if necessary, update their Regulation FD policies, procedures and training. While these measures may not prevent Regulation FD violations by bad actors, they may protect issuers from related civil and administrative SEC proceedings as well as the attendant reputational harm.