Many equity-focused fund managers have long regarded meetings with senior management at publicly traded companies as an integral aspect of their research processes. While Regulation FD prohibits company executives from selectively disclosing material information to investors, many fund analysts and portfolio managers still derive value from these meetings by learning immaterial information or simply observing the executives’ body language and tone of voice when answering certain questions. This three-part series explores the practice of fund managers meeting with officers and executives of publicly traded companies – frequently referred to as “corporate access.” This first article provides an overview of the context in which meetings between fund managers and issuers arise; the goals of corporate access; ways brokers are compensated for facilitating these meetings; and two key legal risks presented by this practice. The second article will discuss how advisers can design policies to minimize the risks associated with these meetings, as well as six front-end controls that advisers should consider adopting. The third article will analyze several testing mechanisms that managers can use to ensure compliance with their policies governing corporate access, along with the SEC’s expectations regarding an adviser’s oversight, controls and procedures related to communications with issuer management. See “How Can Hedge Fund Managers Talk to Corporate Insiders Without Violating Applicable Insider Trading Laws?
” (Oct. 29, 2009).