[13604]
June 7, 2001
TO: COMPLIANCE ADVISORY COMMITTEE No. 24-01
INVESTMENT ADVISERS COMMITTEE No. 15-01
SEC RULES COMMITTEE No. 43-01
RE: REGULATION FD AND THE USE OF CONFIDENTIALITY AGREEMENTS
Members have informed us that following the adoption of Regulation Fair Disclosure
last fall, issuers are increasingly seeking confidentiality agreements before meeting with
investment management personnel. Members also expressed concerns about the implications
of entering into these agreements.
We therefore asked outside counsel to review the legal consequences associated with
entering into such confidentiality agreements. The attached memorandum prepared by outside
counsel provides a general overview of these issues and suggests guidelines for members’
consideration. In considering these guidelines, members should take into account their own
circumstances and practices.
Doretha VanSlyke Zornada
Assistant Counsel
Attachment
Attachment (in .pdf format)