Listing information confidentiality: Overview, definition, and example
What is listing information confidentiality?
Listing information confidentiality refers to the requirement to keep certain details private during the process of listing a company’s securities—like shares—on a public stock exchange. This typically includes financial data, listing plans, pricing strategies, and other sensitive information shared with advisors, underwriters, or regulators before the listing goes public.
In simple terms, it’s a promise to keep quiet about the company’s private business and listing plans until they’re officially made public.
Why is listing information confidentiality important?
When a company prepares to go public or list its securities, a lot of inside information is shared behind the scenes. Leaking that information—on purpose or by accident—can cause serious problems: unfair trading, regulatory penalties, or damage to the company’s reputation.
A listing information confidentiality clause helps protect the integrity of the listing process. It ensures that only authorized people have access to sensitive info and that they don’t share it before the right time. This builds trust between the company, investors, and regulators—and keeps the process fair and legally compliant.
Understanding listing information confidentiality through an example
Let’s say your company is planning to list its shares on the New York Stock Exchange. You’ve hired bankers, lawyers, and accountants to help. During this process, they get access to your business strategy, financial forecasts, and expected share price.
Everyone involved is bound by a listing information confidentiality agreement, which means they can’t share any of that info with outsiders—like the media, competitors, or potential investors—until the official documents (like the prospectus) are published and the listing is announced.
If someone leaks confidential info before that, it could lead to fines, regulatory delays, or even a failed listing.
An example of a listing information confidentiality clause
Here’s how this clause might appear in a listing or advisory agreement:
“Each party agrees to keep strictly confidential all non-public information relating to the proposed listing of the Company’s securities, including financial data, offering terms, and regulatory filings, and shall not disclose such information to any third party without the prior written consent of the Company, except as required by law or regulatory authority.”
Conclusion
Listing information confidentiality is all about keeping sensitive details private during a high-stakes, pre-IPO phase. It protects the company’s plans, ensures compliance with securities laws, and maintains a level playing field for investors.
If you're involved in a listing—whether as a company leader, advisor, or partner—confidentiality isn't optional. It's a critical part of the process that helps ensure a smooth and legally sound path to going public.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.