public company corporate disclosure policy?

If you are one of the few small businesses that decided to go the public company route you are probably (1) kicking yourself, (2) swimming in regulatory requirements and (3) living in fear of screwing up and the shareholder lawsuit that will inevitably follow.

One of the best practices we are supporting for small public tech companies is the idea of a Corporate Disclosure Policy (and perhaps a Corporate Disclosure Committee as well). The point is to document all the information that is required to be released to shareholders, markets on which shares are traded and the applicable regulatory authorities and when to disclose in accordance with the applicable laws and exchange requirements. By having this checklist the odds that you will miss a regulatory requirement should be lessened (thus reducing the odds of that shareholder lawsuit!). The key is a consistent and predictable flow of information that stays ‘on message’ and is factual.

The Disclosure Policy need not be a novella but should articulate disclosure controls and procedures. First you need to identify what Corporate Information is (e.g. regulatory filings, financial statements, press releases, annual information and circulars, etc.). Once established you should determine what the Quiet Period should be. All employees should be aware of the Quiet Period and be reassured about what they can and cannot say. From there you need to review protocol for disclosure (do you disclose information in full, in what order, to whom, by whom in the company, etc.). Finally you need to review how you control the dissemination of information and what to do if there is an accidental slip.

If you are struggling with what this Policy should look like download Business Ready’s version of the Corporate Disclosure Policy and Corporate Disclosure Committee Charter to get a feel for what you should be documenting.