Reg FD and the strictures against trading on inside information both address material, nonpublic information. But they operate on different bases. In simplistic terms, the rules against trading on such information address the exploitation of leaks, but reg FD addresses leaking, itself.
With respect to pitching to accredited investors, my non-expert understanding is that under reg FD a company may selectively disclose material, nonpublic information to people like the accredited investors in a prospective private placement as long as the recipients of the information explicitly agree to hold it as confidential. The recipients do not have to promise not to trade on it; that is not reg FD's focus. They just have to acknowledge that they are receiving the information in confidence.
My surmise is that this requirement that the recipients of such information acknowledge its special character presumably lays the predicate for the separate focus of the rules against trading on insider information. I don't know what (if anything) might preclude the people who receive such information for the purpose of a placement of unregistered shares to use that information to trade existing, registered shares in the secondary market. Maybe accredited investors who hold such information in confidence are considered as de facto insiders or tippees of insiders. Nor do I know what might permit such accredited investors to trade the underlying stock the way we surmise that Bain did. What I do know is that Reg FD does not preclude making a pitch to them.
It seems very easy to glibly misstate the application of Reg FD in this area.
Best wishes,
John
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