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SEC could relax 'quiet period' rules
Government regulators consider allowing companies to say more publicly before they sell stock.
October 4, 2004: 10:33 AM EDT

NEW YORK (CNN/Money) - The Securities and Exchange Commission is considering a proposal that would ease current restrictions on what companies on the verge of selling stock can publicly say and do, according to a news report Monday.

The Deal, a daily trade publication covering Wall Street, reported that the SEC is drafting changes to the "quiet period" rules, which restrict public disclosures by companies in the 45 days before they issue stock.

Citing unidentified sources, the Deal stated that the SEC is expected this month to allow a pre-IPO company during the quiet period to disclose basic information, such as its management philosophy, to journalists or on their corporate Web sites.

The agency is also mulling whether to shorten the quiet period to 30 days from 45 and whether to allow pre-IPO companies to forecast revenues and earnings, projected stock price, and other financial or historical data, according to the report.

Companies, however, that took advantage of the new laxity could be held liable for any false or misleading quiet-period disclosures.

The Deal did not cite any opposition to the SEC proposal and said it was part of a resurrected capital markets reform effort that was shelved when Enron Corp. and other corporate scandals erupted, forcing the agency to focus instead on its enforcement duties.

The SEC may be dusting off old proposals but the agency's timing appears ripe.

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Quiet-period restrictions have captured headlines lately, first when salesforce.com (CRM: up $0.91 to $17.56, Research, Estimates) and then Google (GOOG: up $2.54 to $135.12, Research, Estimates) appeared to violate them as they separately geared up to go public.

Google, the Internet search company, came under regulatory fire when founders Sergey Brin and Larry Page gave Playboy an interview in the days before the company formally registered to go public. The interview appeared in the magazine on the eve of the company's IPO.

Before that, the chief executive officer of salesforce.com, allowed a New York Times reporter to trail him within the 45-day quiet period and to publish his comments boasting about the company's prospects.

Federal regulators censured Google but allowed its IPO to proceed. Salesforce.com was forced to delay its stock debut by about a month.  Top of page




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