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Our Blog: The Podium

Maureen Wolff

Maureen Wolff is chief executive officer at Sharon Merrill Associates. She is a National Investor Relations Institute Fellow, Senior Roundtable Member and Honorary NIRI Boston Director. She is a trusted advisor to CEOs, CFOs and boards of directors on critical communications issues including corporate governance, shareholder activism and proxy contests, CEO succession planning and disclosure issues. mwolff@investorrelations.com
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Recent Posts

Keeping the Activists at Bay: Five Steps to an Effective Response Plan

The new reality is that no public company, no matter how highly regarded or well managed, is immune from activist attention. The number of activist campaigns waged against public companies increased in 2015 to 375 according to the research firm FactSet.

Once an activist surfaces, every move a company makes can have a profound and cascading effect on its long-term viability.  Therefore, it is essential to craft response plans before any sign of danger emerges.

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Targeting, Wall Street, Investor Meetings, Buy-Side, Proxy Season, Proxy Fight, Crisis Communications, STREETSCOPE, IRO, CFO, Shareholder Activism

Communicating a CEO Transition The Right Way

Whenever I speak about properly communicating a CEO transition, I talk about the importance of having a plan. But not all companies undergoing a management change have the advantage of foresight.  So let’s discuss them both: the transitions that are well-planned, thoughtful and strategic, and those that must be managed on the fly. Here are three things to remember before your company changes CEOs, no matter the reason.

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Succession Planning, Investor Relations, CEO

A Fireside Chat with NIRI President and CEO Jim Cudahy

I moderated a fireside chat with NIRI’s new President and CEO, Jim Cudahy, as part of NIRI Boston’s 2015-2016 Season Kickoff Event last week. We talked about the state of IR today, and what we can expect from NIRI in the year to come. Here’s what he told us:

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Investor Relations Blog, SEC, Securities Law, NIRI, Speaking Engagements, Investor Relations

Going Public: After You Price

In this three-part conversation, Sharon Merrill President and Partner Maureen Wolff shares insights on the IPO process from an investor relations perspective. In our final installment, we discuss the next steps a company should take after becoming public.

The Podium: Hello, Maureen. Thank you for joining us again. In today’s discussion, we will focus on the actions companies should take after the initial public offering has priced. We imagine there is much to accomplish.

MW: There certainly is. Hopefully, at this point, a newly public company already has completed the many messaging and infrastructure tasks we discussed in our previous conversations. Those items include having in place a completed IR website, corporate communications policy and training in public company employee protocol, Regulation FD and public speaking. Other items include selecting vendors for various investor relations activities, such as IR website hosting and news distribution.

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Investor Presentation, IPO, Investor Relations

Going Public: After You File

In this three-part conversation, Sharon Merrill President and Partner Maureen Wolff shares insights on the IPO process from an investor relations perspective. In this second conversation, we discuss preparing for life as a public company after the registration statement has been filed.

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Initial Public Offering, IPO Roadshow, Registration Statement, SEC, IPO, Roadshow Planning, Investor Relations, Pre-IPO

Going Public: Before You File

In this three-part conversation, Sharon Merrill President and Partner Maureen Wolff shares insights on the IPO process from an investor communications perspective. In this initial conversation, we discuss preparing for life as a public company before the registration statement has been filed.

The Podium: Why do some companies start preparing for an IPO well in advance?

MW: Planning for an IPO in advance actually leads to a much smoother process and greater success after the IPO. Because the registration process is so intensive and time-consuming, it’s a really good idea to begin thinking and acting like a public company before filing the S-1, S-11 or other relevant registration statement. When you look at the IPOs that have made smooth transitions to the public markets, they are most often those that began the long-term transformation to being a public company very early on.

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S-1, Initial Public Offering, Registration Statement, IPO, S-11

10 Tips for Dealing with Shareholder Activism

By Maureen Wolff, President and Partner, Sharon Merrill Associates

For many companies, a looming activist shareholder is no longer the exception – it’s the rule. Activist shareholders had launched 495 campaigns targeting U.S. companies through November 2016, according to FactSet SharkRepellent. And as of the end of November, the number of proxy fights for board seats was at its highest level since 2009, at 101 contests.

The threat of activist investors encircling your company can be intimidating - unless you understand how to engage, respond and communicate. Here are 10 strategies to help you prepare.

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Board Communications, Shareholder Activism, Proxy Season, Proxy Access, Board Structure, NIRI, Shareholder Communications, Investor Relations, Activist Investors

Sharon Merrill’s Daughter Competes in Sochi Winter Olympic Games

The Sharon Merrill Associates team is excited and proud to share our own unique connection to the 2014 Sochi Winter Olympics. Julia Marino, daughter of agency CEO and founder Sharon Merrill, will be competing for a medal in the Women’s Slopestyle Skiing competition. Julia is representing her birth country, the Republic of Paraguay, as the first athlete ever to represent the South American country at the Winter Olympics. A student at the University of Colorado, Julia will be proudly carrying Paraguay’s tricolor national flag during the opening ceremonies at Fisht Olympic Stadium on Friday, February 7. The 2014 games mark the first time slopestyle, a freestyle skiing event featuring a downhill obstacle course consisting of jumps and rails, is included in the Olympics. The Women’s Slopestyle Skiing event is scheduled to air on NBC at 8 p.m. ET on Tuesday, February 11. Please join us in cheering on Julia as she takes on Sochi!

To follow Julia’s Olympic journey, find her on Facebook and Twitter.

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Paraguay, Sharon Merrill Associates, Sochi, Winter Olympics

Employee Training: From Reg FD to “Wall Street 101”

By Maureen Wolff, President and Partner, Sharon Merrill Associates

When the SEC last month charged First Solar’s former head of investor relations with violating its fair disclosure rules, the announcement gave more than a few IROs pause. And for good reason. Lawrence Polizzotto paid a $50,000 fine for the violation. Although corporate IROs and the financial press have focused on the settlement with Polizzotto, perhaps more critical for public companies is the SEC’s treatment of First Solar itself.

Rather than charge the company separately, the SEC said it decided to forego corporate enforcement because of First Solar’s “extraordinary cooperation.” This included the company self-reporting the violations to the SEC and its “environment of compliance," which First Solar developed through its disclosure committee and additional Reg FD training for employees managing the company's public disclosure.

But how many public companies are actively training their staff in Reg FD, insider trading or even the general responsibilities that come with working for a public company? For example, while instruction against insider trading is something every public company should be providing, there are numerous examples of public filers whose employees claimed they did not know they were violating insider trading laws. Many companies expect their managers and reporting staff to understand what it means to be a public company employee, but may not take the time to teach it. And if it is taught, the training may consist of just a single session right before the IPO – perhaps never to be offered again.

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IR Program Planning, Reg FD, Wall Street, Investor Relations Agency, IPO, Shareholder Communications, Investor Relations, Investor Relations Firm

Getting Investors Ready For Your New CEO

By Maureen Wolff, President and Partner

When The Men’s Wearhouse dismissed George Zimmer, the company’s high-profile pitchman and executive chairman, this summer, observers were left wondering what had caused the split. The company announced it had parted ways with Zimmer, who founded The Men’s Wearhouse in 1973, on June 19, five hours before its annual stockholders meeting was scheduled to take place. It provided an extensive explanation from the board of directors via press release – six days later. In the interim, and for several days thereafter, fans of Zimmer and his iconic commercial appearances took to social media with cries of “foul.” Zimmer himself commented on his ouster through a number of media channels.

Zimmer’s split must have been particularly damaging from a communications and branding perspective. After all, it is difficult to even think of the men’s retailer without hearing Zimmer and his classic phrase, “You’re gonna like the way you look. I guarantee it.” But the travails of communicating succession aren’t limited to high-profile executives. In the past several weeks, we have seen changes or controversy at the top of a number of public companies, including J.C. Penney, Microsoft, Office Depot, Royal KPN and Vivendi.

Finding the next CEO or chairman is one issue. Communicating to investors that the board of directors has a sound plan for succession is quite another entirely. This means the challenge is two-fold: overcoming the stigma associated with internal succession discussions while a CEO – especially a successful one or a company founder – is still in place; and crafting a message that will ultimately calm investor fears about uncertainty caused by a pending transition.

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Disclosure, Board Communications, Succession Planning, Board of Directors, Shareholder Communications, Investor Relations

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Connect with your Investors

Establish a sincere connection with investors to communicate key messages during your Investor Day. Download our free e-book on effective presentation habits, and learn to deliver ideas with confidence and clarity.

Deliver effective  presentations

When it's time for a change

Whether planned or sudden, it is crucial to communicate the succession of high-profile positions effectively. Download our three-part e-book and learn the best way to craft a plan for CEO, CFO and Board of Directors transitions.

Communicate a Management Transition 

Be Proactive, Not Reactive

With our new Proxy GamePlan, we create a year-round, data-driven strategic roadmap for effective shareholder engagement. Implement a best-in-class program rooted in a deep understanding of your company’s proxy practices, shareholder voting trends and peer landscape.

Learn More About  Proxy GamePlan

Find Effective IR Counsel

Whether you’re seeking external IR counsel for the first time or evaluating your current provider, you need a firm that understands your strategy, adapts to your culture and tells your story. Download our free guide on how to assess the effectiveness of an investor relations firm.

How to Assess  an IR Firm

Activism Defense

No company is immune to shareholder activism. Sharon Merrill helps boards of directors and executive management teams identify the activist red flags lurking in your shareholder base, assess your governance risks and develop an action plan to prevent, detect and neutralize any threats. Download our free white paper, “Leveraging Institutional Shareholder Relationships to Reduce Activism Risk,” and learn how the best defense against activism is a strong offense.

Download Activist Defense White Paper

Captivate your Audience

Speaking persuasively is critical in today’s competitive business environment. Effective speakers use voice techniques and body language that project authority and credibility. Download our free e-book, “A Guide to Delivering Captivating Presentations,” for insight into good -and bad- presentation habits, and learn how to improve your skills.

Become a Persuasive Speaker 

Perceptions Matter

How do you ensure that investors clearly understand your strategy, growth drivers and market position? The most effective way is through a perception study. By periodically taking the investment community’s pulse you can avoid the knowledge gaps and misperceptions that hurt valuation. Download our free whitepaper, Why Perceptions Matter, to learn more.

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