Reg FD and MAR Compliance for Earnings Calls

Reg FD (US) and MAR (UK and EU) both ban selective disclosure of material information. For earnings calls, that means publishing results before the call, giving the public advance notice and open access by phone or webcast, sticking to disclosed information, and keeping an archive. The format is the compliance.

This article is general information, not legal advice. Confirm your obligations with counsel.

Reg FD: the US rule

Regulation Fair Disclosure stops US issuers from sharing material nonpublic information with analysts or investors before the public gets it. If material information is disclosed:

• Intentionally: public disclosure must be simultaneous.
• Unintentionally: public disclosure must follow promptly. That means as soon as reasonably practicable, and no later than 24 hours or the start of next-day NYSE trading, whichever is later.

Public disclosure means a Form 8-K, or another method designed for broad, non-exclusionary distribution. The SEC has described a compliant earnings call model, and most US issuers follow it:

1. Issue the results release first.
2. Announce the call in advance, by press release and on your website, with the date, time and how to access it.
3. Open the call to the public by phone, webcast or both.
4. Keep a replay available for a reasonable period afterward.

MAR: the UK and EU rule

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The Market Abuse Regulation applies in the EU, and its onshored version, UK MAR, applies in the UK. Two articles matter most on results day:

• Article 17: inside information must be disclosed to the public as soon as possible. In the UK, that's through a Regulatory Information Service (RIS). Announcements must also stay on your website for at least five years.
• Article 10: disclosing inside information outside the normal course of duties is unlawful. A comment to one analyst on a call can qualify.

In practice, UK issuers publish results via RIS, typically at 7:00 a.m., then hold the call. The call explains the announcement. It must not add new inside information. Check current rules with counsel, as EU Listing Act amendments to MAR are phasing in.

Canada, briefly

TSX and TSXV issuers follow National Policy 51-201 Disclosure Standards. Its best practices mirror Reg FD: advance notice, open access to calls, and an archive afterward.

Where earnings calls go wrong

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Non-GAAP and forward-looking statements (US)
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If you discuss non-GAAP measures on the call, Regulation G requires the comparable GAAP measure and a reconciliation. For a call or webcast, you can post it on your website and announce its location during the call.

For forward-looking statements, read a cautionary statement at the top of the call and point to the filed document that lists your risk factors. That supports the safe harbor for oral statements.

If something slips
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1. Stop and assess with counsel immediately after the call.
2. US: if material and nonpublic, file an 8-K or issue a press release promptly, within the Reg FD window.
3. UK/EU: if inside information, announce it via RIS as soon as possible.
4. Keep the recording and transcript. They are your record of exactly what was said. See replay and transcript requirements.

How Streamlined supports compliant calls

Compliance is mostly logistics done right. Streamlined provides:

• Public access: local dial-ins in 170+ countries and a no-download webcast.
• Line control: operator-assisted calls with muted listen-only lines and a screened Q&A queue.
• A complete record: recording, replay and transcript for every call.

See how we run earnings calls or book a demo.