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This slideshow was presented at a seminar on June 21, 2011 at Fasken Martineau's Vancouver office highlighting best practices as well as potential legal pitfalls for public companies using social media for disclosure.
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Social Media: Best Practices for Canadian Public Companies
Securities and Mergers & Acquisitions GroupJune 21, 2011
Welcome
• Moderator: Georald Ingborg, Partner, Fasken Martineau
• Panelists:• Eleanor Fritz, Director, Compliance & Disclosure, TSX• Rhylin Bailie, Director of Communications/IR, NovaGold• Caroline Clapham, Associate, Fasken Martineau
How you can digitally take part today:
• Share the information you heard here today on Twitter using the hashtag:
#FaskenSM4Pubcos
• Ask questions of the panellists using the hashtag and an @reply to:
@CarolineClapham
Current Social Media Landscape (Canada)
0
20
40
60
80
100
120
140
Either Twitter orFacebookBoth Twitter andFacebookTwitter Only
Facebook Only
Current Social Media Landscape (Canada)
Natural ResourcesTechnologyConsumer GoodsAirlineBanks
Current Social Media Landscape (Canada)
• Average # of Followers = 1,375 • Highest # of Followers = Lululemon
(84k) and Westjet (75k)
• Highest # of Fans = RIM (>7M) and Tim Hortons (1.6M)
NovaGold – a social media leaderGoal: expanding stakeholder reach
Implementation: Convincing your Team
$NG’s Experience:
General vs. Selective Disclosure
Material Fact or Material Change?
• Kerr v. Danier Leather Inc. (Supreme Court Of Canada)
• AiT Advanced Information Technologies Corporation, Bernard Jude Ashe And Deborah Weinstein (Ontario Securities Commission)
Social media implication: material changes must be generally disclosed
Misrepresentations
• Untrue statement• Half-true Statement – ie. Not enough info• Unintentional omission to disclose
Social media implication: THERE ARE NO TAKE-BACKS – every tweet/post is permanent
Third party information
• Endorsements• Sharing news• Promotional content• Entanglement• Analyst coverage
Social media implication: be careful with third party disclosure and information
Disclaimers and Mandated Disclosure
• Safe harbour statements - when, where and how
• Technical information
Social media implication: include links to meet disclosure requirements
Dissemination in the United States
• Is your company listed in the US?• What constitutes dissemination?• When is dissemination acceptable?
Social media implication: issuers that are not listed in the United States need to be attuned to these issues – consult legal before you post/tweet!