Continuous disclosure rules compared: US, Canada, Australia, Singapore, UK and EU

United States

Regulation FD applies when an issuer discloses material nonpublic information to certain market professionals or holders ¹. The issuer must make public disclosure simultaneously for an intentional disclosure and promptly for a non-intentional one ¹. Promptly means as soon as reasonably practicable, and in no event after the later of 24 hours or the start of the next day's trading on the New York Stock Exchange ².

The statutory safe harbor for forward-looking statements says nothing in that section imposes a duty to update a forward-looking statement ⁸.

Canada

Section 7.1 of National Instrument 51-102 says that when a material change occurs, the reporting issuer must immediately issue and file a news release authorized by an executive officer ³. It must file a Form 51-102F3 Material Change Report as soon as practicable and in any event within 10 days ³. If the report is filed confidentially, the issuer must tell the regulator every 10 days whether it should stay confidential ³.

Part 4A says an issuer must not disclose forward-looking information without a reasonable basis ³. Under section 5.8, an issuer must discuss in its MD&A events likely to cause actual results to differ materially from forward-looking information it disclosed earlier ³. If it decides to withdraw that information, it must disclose the decision and explain the events and assumptions behind it ³. The material change report form asks for the date and method of the news release ⁴.

Australia

ASX Guidance Note 8, as amended on 5 June 2021, says Listing Rule 3.1 requires a listed entity to disclose market sensitive information to ASX immediately ⁵. Parliament has given the rule statutory force in section 674 of the Corporations Act 2001 ⁵. ASX reads immediately as promptly and without delay, meaning as quickly as possible in the circumstances and not deferring it ⁵.

On earnings guidance, ASX suggests an entity treat an expected variation of 10% or more from its published guidance as material and presume the guidance needs updating ⁵. It suggests a variation of 5% or less be treated as not material ⁵. Between 5% and 10% the entity must form a judgment, and ASX 300 entities or those with stable earnings should consider a 5% threshold ⁵.

Singapore, UK and EU

SGX Rule 703 requires an issuer to announce information known to it that is needed to avoid a false market in its securities or would be likely to materially affect their price or value ⁶. The rule does not apply to information whose disclosure would breach the law ⁶.

Article 17(1) of the Market Abuse Regulation, in its UK version, says an issuer shall inform the public as soon as possible of inside information which directly concerns it ⁷. Article 17(4) allows a delay on the issuer's own responsibility only where set conditions are met ⁷.

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