FOR IMMEDIATE RELEASE 99-171 SEC Proposes Rule to Ban Selective Disclosure of Material Information; Adopts Rules to Enhance Audit Committee Effectiveness Washington, DC, December 15, 1999 -- The Securities and Exchange Commission today proposed new rules to ban selective disclosure of material information and to clarify insider trading rules, and adopted rules to enhance the effectiveness of corporate audit committees. Securities and Exchange Commission Chairman Arthur Levitt said, "The all-too-common practice of selectively disseminating material information is a disservice to investors and undermines the fundamental principle of fairness. This practice leads to potential conflicts of interest for analysts and undermines investor confidence in our markets. Sixteen months ago, I voiced concerns over what I saw as an emerging culture of gamesmanship within the financial reporting process. A culture that allowed the pressure to meet earnings expectations to come before long established precepts of financial reporting, and ethical restraint. The rules we passed today are positive steps in the direction of even greater integrity in the financial reporting and public disclosure process." Rules Proposed to Ban Selective Disclosure and Clarify Insider Trading Laws * Selective Disclosure: The Commission proposed a new rule, Regulation FD (Fair Disclosure), which would bar companies from selectively disclosing material information. * Use/Possession Issue: The Commission proposed a new rule that says insider trading liability arises when a person trades while "aware" of material nonpublic information. Under current law, courts have split on the issue of whether insider trading liability requires trading while in "knowing possession" of material nonpublic information, or proof that the trader "used" the information in trading. * Misappropriation of Information Theory Involving Family and Other Personal Relationships: The Commission proposed a rule to clarify when a person (family member or other personal relationship) receiving confidential information would owe a duty of trust or confidence to the person giving the information and therefore could not trade on that information. Rules Adopted to Enhance Audit Committee Effectiveness The Commission also adopted new rules to enhance audit committee effectiveness, to improve disclosure about audit committees, and to enhance the reliability of financial statements. These rules include requirements that: companies' interim financial statements be reviewed by independent auditors before being filed with the Commission; companies provide in their proxy statements a report from the audit committee that discloses whether it recommended to the Board that the audited financial statements be included in Forms 10-K and 10-KSB for filing with the Commission; companies disclose in their proxy statements whether the audit committee has a written charter, and file a copy of their charter every three years; companies whose securities are listed on the NYSE or AMEX or are quoted on Nasdaq disclose certain information about any audit committee member who is not "independent"; and all companies disclose whether the audit committee members are "independent." Detailed fact sheets are available on the Commission's website at www.sec.gov. # # #