Yes, it’s generally permissible to hold a private conference call with certain investors. There is no requirement under federal securities laws that all communications must be shared equally with all investors—unless you are conducting a public offering or making general solicitation in a Rule 506(c) offering, in which case sharing material information selectively could raise concerns.
That said, here are a few important best practices to stay compliant and avoid problems:
- Avoid selectively disclosing material, non-public information to a limited group of investors unless you’re prepared to share the same information with all investors shortly thereafter.
- Make clear that no preferential investment terms or inside access are being offered that are not disclosed to all investors.
- If you’re in an ongoing raise, especially under Reg D Rule 506(b), it’s fine to have individual or small group calls—just avoid anything that could be viewed as conditioning the market or giving one group an unfair advantage.
- It’s a good idea to follow up any significant updates shared during the call with a written summary or update to all investors, just to maintain transparency and fairness.
