New Guide From CCH Helps Communicators Clear Informal Corporate Disclosure Hurdles

(RIVERWOODS, ILL., April 25, 2000) – Whether press releases, investor roadshows, websites or advertisements, informal corporate disclosures are fraught with serious litigation risks, yet the requirements for such disclosures are vague, according to CCH INCORPORATED (CCH), a leading provider of securities and business law information and software. To help public companies and their spokespersons understand and comply with regulatory requirements in the timely delivery of information, CCH is offering Informal Corporate Disclosure Under Federal Securities Law: Press Releases, Analyst Calls and Other Communications. (195 pages, $60. To order, call 1-800-248-3248 or visit http://business.cch.com/securities.)

A handy, plain-English guidebook, Informal Corporate Disclosure Under Federal Securities Law clearly explains the various requirements governing informal disclosure, covering both general considerations and particular types of disclosures.

"Today, there is tremendous pressure on companies from analysts and investors to disclose current information quickly. For companies to avoid the regulatory hazards of improper disclosure, however, caution and deliberation is needed," said CCH securities group marketing manager Sharon Kube.

In one practical book, Informal Corporate Disclosure Under Federal Securities Law clearly communicates the requirements of federal securities laws and regulations, court decisions, self-regulatory organization (SRO) rules and National Investor Relations Institute (NIRI) guidelines that companies need to access, understand and act upon quickly.

"This valuable guide will greatly help companies minimize the risk of noncompliance," said Kube.

Informal disclosures — as distinguished from formal disclosures in documents filed with the Securities and Exchange Commission (SEC) — consist of relatively unstructured communications disseminated to investors and analysts through a variety of channels, including the news wire services, face-to-face meetings, telephone, television and the Internet.

Companies rely on these disclosures to communicate important, current information about themselves that supplements the disclosures in their periodic reports filed with the Commission.

Although informal disclosures carry the same litigation risks as those that accompany formal disclosures, companies do not benefit from the specific content and procedural requirements that instruct them in preparing their formal SEC filings. Informal disclosures are subject only to the SEC’s general antifraud provisions that apply to all disclosures, and to a few other broad regulatory requirements. These requirements not only are difficult to apply, but also may trigger severe penalties and liabilities when violated.

Unfortunately for many companies, regulation of informal communications occurs after the fact, through SEC enforcement actions and private securities fraud litigation. To avoid these costly corrections, companies must ensure that their officers and other spokespersons understand the applicable rules and regulatory requirements.

In straightforward and easy to understand language, Informal Corporate Disclosure Under Federal Securities Law delivers need-to-know information on both general considerations and particular disclosures.

Part I -- General Considerations

The general considerations section covers a wide range of issues, beginning with an overview of the regulatory environment and the pressures from the investment community that public companies face in disclosing information. Other areas covered include:

• Governing Law and Rules

Antifraud Provisions, Securities Offering Provisions, Proxy Rules, Forward-Looking Statement Safe Harbor, State Corporate Law, SRO Rules, NIRI Standards of Practice

• Duty to Disclose

General Duty to Disclose, Duty of Complete Disclosure, Duty to Correct, Duty to Update, Abstain-or-Disclose Rule, Rumors and Unusual Trading, Defenses

• Materiality

Federal Securities Law, Accounting and Auditing Standards, SRO Rules, NIRI Standards

• Timing, Content and Dissemination

Timing, Content and Preparation, Dissemination, Selective Disclosure

Informal Corporate Disclosure Under Federal Securities Law also walks the reader through particular disclosures, including those made during sensitive regulatory periods, analyst conference calls, forward-looking statements, investor roadshows and web site disclosures.

Specifically, the practical new guide covers:

• Disclosures During Sensitive Regulatory Periods

Public Offerings, Proxy Solicitations, Stock Repurchases

• Analyst Disclosures

Role of Analysts, Relationship with Corporate Management, Corporate Liability for Analysts' Statements, SEC Rules, Selective Disclosure, Aircraft Carrier Proposals

Statutory Safe Harbor, Bespeaks Caution Doctrine, Materiality, Duty to Update

• Electronic Communications

Company Web Sites, Electronic Delivery, Bulletin Boards, Chat Rooms and Conference Calls, Sales Literature, Hyperlinks, Advertising, Investment Companies, Enforcement

• Roadshows

Practices, Electronic and Internet Dissemination, Rule 144A, Private Investor Actions, Aircraft Carrier Proposals

• Other Particular Disclosures

Merger Negotiations and Similar Activity, Legal and Criminal Proceedings, New Products

A sample corporate disclosure policy is included at the end of this helpful book, providing step-by-step guidance on what a policy should cover.

Pricing and Availability

For more information or to order the 195-page softcover Informal Corporate Disclosure Under Federal Securities Law, call 1-800-248-3248, or visit the CCH Business and Finance Group web site at http://business.cch.com/securities. Single copies are $60. Quantity discounts and school adoption pricing available.

CCH INCORPORATED, headquartered in Riverwoods, Ill., was founded in 1913 and has served four generations of business professionals and their clients. The company produces more than 700 electronic and print products for the tax, legal, securities, human resources, health care and small business markets. CCH is a wholly owned subsidiary of Wolters Kluwer U.S. The CCH web site can be accessed at www.cch.com. The CCH Business and Finance Group web site can be accessed at http://business.cch.com.

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EDITORS NOTE: For members of the press, a complimentary review copy of Informal Corporate Disclosure Under Federal Securities Law: Press Releases, Analyst Calls and Other Communications is available by contacting: Leslie Bonacum, 847-267-7153 or bonacuml@cch.com.