The SEC has posted guidance regarding whether certain interactive content posted in a real-time electronic forum (i.e., chat rooms or other social media) (“interactive content”) should be filed under the filing requirements of Section 24(b) of the Investment Company Act of 1940 (“1940 Act”) or Rule 497 under the Securities Act of 1933 (“1933 Act”) if it is not required to be filed under Financial Industry Regulatory Authority (“FINRA”) Rule 2210.
Whether a communication needs be filed depends on the content, context, and presentation of the communication and requires an examination of the underlying substantive information transmitted to the social media user and consideration of any other facts and circumstances, such as whether the interactive communication is merely a response to a request or inquiry from the social media user or is forwarding previously-filed content. The SEC has provided excellent examples in this release to help us understand where the line may lie in regards to filing.
To read the complete SEC guidance, please click here.
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