RE: Social Media7 Feb 2026 09:25
From ChatGBT, looks like MKA directors may have very advised to maintain radio silence relating to MKAR listing process
1. Legal confidentiality obligations (baseline)
Directors already owe duties of:
• Confidentiality (fiduciary duty)
• Care and loyalty
Once an IPO is being prepared, those duties sharpen because:
• IPO-related information is almost always material
• Selective disclosure or leaks can derail the offering
Even a technically accurate statement can be a problem if it reveals MNPI or creates an uneven information landscape.
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2. “Quiet period” rules (the big one pre-IPO)
This is where most people get tripped up.
What the quiet period is
Under U.S. securities law (notably the Securities Act of 1933), once an IPO is in motion:
• Communications by the company and its insiders are restricted
• The goal is to prevent “conditioning the market” before investors see the prospectus
Who it covers
• The company
• Directors
• Officers
• Anyone speaking on the company’s behalf
What’s restricted
During the pre-IPO quiet period, directors generally must not:
• Announce or comment on new business developments
• Publicize contracts, customers, financial performance, or strategy
• Give interviews, conference talks, podcasts, or social posts about the company
• Make “forward-looking” or promotional statements
Even routine press releases can be frozen unless:
• They are strictly ordinary-course
• Counsel and underwriters sign off
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3. Practical reality: near-total communications lockdown
In real IPOs, directors are typically told:
• Say nothing externally about the company
• Route all communications through legal + underwriters
• Decline interviews and panels
• Avoid LinkedIn posts, tweets, blog posts, and even “congrats to the team” messages
This often starts:
• Well before the S-1 is filed
• Sometimes as soon as banks are formally engaged
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4. Post-filing but pre-pricing: even tighter
After the S-1 (or F-1) is filed:
• Every public statement can be scrutinized against the prospectus
• Anything inconsistent or extra can be treated as gun-jumping
• Regulators and plaintiffs’ lawyers actively look for this
At this stage, directors are usually under explicit written instructions:
“No public statements. No exceptions without counsel approval.”
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5. What can still be released (narrow exceptions)
With legal approval, companies sometimes still release:
• Legally required disclosures
• Ordinary-course factual updates (e.g., regulatory filings already mandated)
• Information already fully and fairly public
But directors themselves almost never do this personally.
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Bottom line
Yes — directors are subject to strict confidentiality and disclosure limits, not just trading blackouts.
In practice:
• They must not release news
• They must not comment publicly
• They must not selectively disclose
• Silence is the d