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Article 64 Unwarranted Promotional Disclosure

The issuer should refrain from promotional disclosure activity that exceeds that necessary to enable the public to make informed investment decisions. Such activity includes inappropriately-worded news releases, public announcements not justified by actual developments in an issuer's affairs, exaggerated reports or predictions, flamboyant wording and other forms of overstated disclosure activity which may mislead investors and cause unwarranted price movements and activity in an issuer's securities.

Definition

Unwarranted promotional disclosure is defined as disclosure activity beyond that necessary to inform investors, and explicable only as an attempt to influence the prices of securities, and is considered to be unnecessary and self-promotional. Although the distinction between legitimate public relations activities and such promotional activity is one that must necessarily be drawn from the facts of a particular case.

The following are frequent indications of unwarranted promotional activity:

64.1 A series of public announcements, unrelated in volume or frequency to actual developments in an issuer's business and affairs.
64.2 Premature announcement of products still in the development stage, with unproven commercial prospects.
64.3 Promotions and expense-paid trips, or the seeking out of meetings or interviews with analysts and financial writers, which could have the effect of unduly influencing the market activity in the issuer's securities, and which are not justified in frequency or scope by the need to disseminate information about actual developments in the issuer's business and affairs.
64.4 Press releases or other public announcements of a one-sided or unbalanced nature.
64.5 Company or product advertisements which in effect promote the issuer's securities.
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