SEC disclaimers in the age of Twitter

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SPARE a thought for eBay Inc. (NASDAQ: EBAY) corporate blogger Richard Brewer-Hay.

He is the only person on the microblogging service Twitter who live-tweets his company’s quarterly earnings conference calls. That’s partly why I’ve previously called him one of the best corporate bloggers.

However, he has been doing these live-tweeting sessions for the past three quarters without the company’s legal team knowing. But they found out, and recently called him in to discuss.

One outcome of these talks is a new four-part Twitter disclaimer that Brewer-Hay must tweet before he starts each live-tweeting session to cover eBay’s earnings calls:

Tweet 1: “Important information about the nature of this session. Forward-looking statements and non-GAAP financial measures. Click here:”
Tweet 2: “This session will contain non-GAAP financial measures.”
Tweet 3: “The presentation of this financial information is not intended to be considered in isolation or as a substitute for GAAP financial measures.”
Tweet 4: “A reconciliation of these measures to the nearest comparable GAAP measures can be found by clicking on the following link:”

This is hilarious, but I have to give the eBay lawyers credit for their inventiveness and for going where no securities lawyers have gone before.

The Securities and Exchange Commission (SEC), which itself is on Twitter, issued new guidance for using company websites and blogs last August, but those guidelines are silent about how to handle disclaimers in 140 characters or less.

There is one other change to how eBay will be blogging and tweeting that is not in the least bit funny. I’ll have more to say about that on Monday.

Dominic Jones

Dominic (bio & disclosures) is IR Web Report‘s founder and an online investor relations consultant. He advises leading public companies and investor relations service providers worldwide on using the web for disclosure, engagement and profile building. You can contact him via the contacts page.