Financial Times FT.com

Open and shut cases

By Andrew Hill

Published: January 6 2009 02:00 | Last updated: January 6 2009 02:00

Your business is under the cosh. News from the outlying sales offices sounds bad, but it's vague. Directors decide you have to tell the market. You hedge the profit warning with a caveat about "poor visibility going forward". The shares drop 15 per cent. You're pouring yourself a stiff drink and reflecting on how it could have been worse when the e-mail arrives from the Financial Services Authority. What did you know and when? Could you have disclosed the bad news more quickly? And why didn't you hear about the problems sooner?

An FSA crackdown sounds the last thing hard-pressed managers, non-executives and their advisers need. But investors blithely trading while the company sits on bad news have been wronged just as surely as if it had leaked the news selectively. The rules allow for few exemptions and the FSA is right to police their application. Until we have more cases to examine, though, it is hard to see precisely where the regulator is likely to draw the line. Getting disclosure right requires company officials to make fine judgments, at speed. In this case, a problem shared can be a problem doubled - directors who point out every black cloud risk being punished by exaggerated falls in the share price. But those who keep mum risk fines and prosecution. Welcome to the year of disclosing dangerously.

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