Disclosure rule not opening all doors on Wall Street

Disclosure rule not opening all doors on Wall Street

Full disclosure does not spell full access on Wall Street.

Investor conferences hosted by top investment banks and brokerages - during which CEOs pitch to big institutional investors, sometimes dramatically moving their companies' share prices as they speak - very often remain invitation-only affairs.

The doors stay largely shut despite Regulation FD, a rule calling for full disclosure put in place last fall by U.S. regulators seeking to end ahead-of-the pack release to Wall Street professionals of details on sales, costs, marketplace readings, and strategies.

Criticized by opponents for possibly chilling the flow of information from U.S. corporations, the Securities and Exchange Commission's Regulation FD requires publicly held companies to disseminate simultaneously any information which could materially affect stock performance.

Since the Regulation FD came into effect quarterly corporate conference on earnings, once commonly reserved for handfuls of professionals, are now very frequently available on a listen-only basis to individuals through webcasts.

But many investor conferences remain private, with some companies issuing press releases announcing presentations were occurring and, in some instances, making them available for listening through the Internet. Some companies also issue press releases on key points, such as comments on future earnings.

Such executive appearances at conferences create ripples.

Cautionary comments made by the chief executive of Internet-equipment supplier Cisco Systems Inc at a closed-door conference in Arizona sponsored by Morgan Stanley Dean Witter on last Wednesday triggered the second heaviest single day volume ever for a Nasdaq stock.

A Morgan Stanley spokeswoman said full disclosure of material information was the burden of the companies, but by no means that of the sponsoring brokerage.

Earlier last week executive comments at a private conference moved the shares of JDS Uniphase , the world's No. 1 fiber-optic components supplier.

Last Monday, when consumer product giants such as Colgate-Palmolive and Gillette presented at a Goldman Sachs conference in Florida, the shares of nearly every company appearing at the Turnberry Resort that day rose.

Journalists were allowed to cover the Goldman conference's formal sessions but were barred from smaller, informal "breakout sessions" among executives, portfolio managers and analysts.

Brokerage Merrill Lynch last week turned away a reporter from a three-day conference with computer services companies at a Miami's Doral golf resort.

Webcasts of presentations by dozens of companies such as Computer Sciences and Electronic Data Systems were made available to some Merrill clients, a spokesman said. Some companies also made the webcasts available on their corporate sites.

"These things are not covered by Regulation FD," Merrill Lynch spokesman Joe Cohen said. "We do what the clients want us to do. We have to enforce their positions.

Cohen, who said Merrill opens many of its conferences to business journalists, including three in coming weeks, said some companies welcome news coverage while others fear reporters will inhibit give-and-take between executives and the big investors.

Lawyers agreed the conferences need not be open to business journalists under Regulation FD, so long as material facts presented at such affairs was made public by press release, webcast, or an SEC filing on Form 8K.

"They can exclude so long as material information is revealed contemporaneously," said John Coffee, professor at Columbia University law school.

Coffee said U.S. corporations were likely to increasingly insist such meetings be opened, at least through audio and video Internet transmissions, even if top executives and stock analysts hope a head of the SEC appointed by incoming President-elect George Bush might unwind Regulation FD.

"They are getting used to it," Coffee said. "And any SEC chairman who tries to rescind Regulation FD will find immense investor hostility."

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