“Safe, not sorry” is the approach companies currently involved in multi-billion dollar mergers are taking to their disclosures of social media communications to the Securities and Exchange Commission.
Insurance giants Aetna and Humana are in the midst of a $37 billion deal that would create the second-largest health insurer in America. In recent days, Humana has dutifully disclosed Twitter messages that even tangentially relate to the blockbuster deal (a tip of the hat to Louisville Business First for picking up on it in coverage of the Kentucky-based company). The Humana posts share two things in common: a link to a YouTube video of comments made at a quarterly employee meeting by Aetna CEO Mark Bertolini and a link to the investor information section of its website.
Among the disclosed tweets:
What really matters to our members? How many healthy days they have. Our Humana acquisition will help
How @Aetna's acquisition of @Humana will help us build a healthier world.
Aetna + @Humana = more healthy days for members. More from @mtbert
Our strategy for building a healthier world, straight from CEO @mtbert
Plans by Charter Communications to merge with Time Warner Cable and buy cable television/internet company Bright House Networks also triggered several social media-related SEC disclosures by the acquiring company. Those disclosure included both direct mentions of the deals—Charter Communications to Merge with @TWC and Acquire @BrightHouseNow : http://t.co/Q7FumMRZzz)—and tweets that apparently just went along for the ride because they happened to be on the Investor Relations section of the company's website at the same time—We were happy to lend a hand and deliver donuts to active #military and #veterans as part of #NationalDonutDay. https://t.co/YWq4uo0nW1.
In 2013 the SEC issued a report explaining that companies can use social media outlets to announce key information in compliance with Regulation Fair Disclosure (Regulation FD), so long as investors have been alerted about which forums will be used to disseminate such information.