Reg Changes Shift Flow Of Information On Fundings, Public Companies
You may have noticed over the years that a fair amount of our information on fundings comes from PEHub via its access to paper filings from the SEC. The paper versions of the Form Ds, as PEHub’s Dan Primack explains, weren’t duplicated in online database EDGAR; PEHub, now part of Thomson Reuters (NASDAQ: TRIN), had access through a deal owner Thomson struck with the agency to scan paper filings in for subscription database Thomson Research. But changes made to the Form D (as in disclosure) in August, including a simpler form and mandatory electronic submission in 2009, are shifting the flow of information—not for the better, in Primack’s view. One reason for the change was to promote disclosure but he argues that it is having a different effect: “Specifically, the Regulation D ‘form’ requires far less information than did the original one. Among the missing items are the names of significant shareholders and the specific type of security (i.e., Series A preferred stock). It has added a new box for company revenue, but filers can simply check ‘Decline to disclose.’ In fact, the new form provides so little information that I’m unlikely to be comfortable reporting on them in the future.”
Primack’s post was prompted yesterday by a mistake he made reporting on a batch of fundings—nine of the 10 came via paper; the electronic one turned out to be a problem that required a correction. The shift away from paper removes his exclusivity and ostensibly levels the playing field for the rest of us. But the examples he’s posted (2005, 2008) suggest that we all may wind up with less information about investments in start-ups, especially when it comes to the actual investors.
More after the jump...
Reg FD: At the same time, the SEC has loosened its definition of disclosure when it comes to Reg FD, which deals with “fair disclosure” by publicly traded companies of information that could affect the way stocks are traded. The commission voted unanimously in July that companies could use corporate blog posts and web sites to meet the disclosure requirements and provided guidelines. The change is in the spotlight now because General Electric (NYSE: GE), parent of NBC Universal, has made several significant disclosures lately via its new company blog instead of distributing a press release—including plans to cut $2 billion in costs at finance division GE Capital. But GE spokesman Gary Sheffer told Reuters much of the information being posted would never make it to a press release: “We typically wouldn’t have even put out anything on an internal reorganization. And it would leak, eventually somebody would say, ‘Hey, they reorganized Capital,’ and then we would respond to it. This is a way of recognizing the inevitability that internal is external these days and acting on it.”
This might sound good to us but some are complaining that less tech-savvy investors won’t get the 411. (That group includes the folks who make a living distributing press releases.) Then again, as recently as a couple of years ago, the average investor didn’t have access to transcripts and a lot of the information that’s now available to anyone with a library card.
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