Our Blog: The Podium

Sharon Merrill’s Executive Vice President & Partner David Calusdian has been elected to serve on the National Investor Relations Institute (NIRI) Board of Directors. David will serve a four-year term, which began at NIRI’s annual meeting on December 4, 2013. Calusdian continues a legacy of NIRI board leadership at Sharon Merrill as agency President and Partner Maureen Wolff served on the board from 2003 – 2007.

Jeffrey D. Morgan, president and chief executive officer of NIRI had the following to say of the four NIRI members elected to serve on the board: “These four individuals are representative of so many NIRI members in their interest in advancing NIRI’s mission and in their genuine passion for the investor relations profession.”

Sharon Merrill, Chairman and CEO of Sharon Merrill Associates, said “We are proud to continue our firm’s legacy of leadership on the NIRI national board. After Maureen’s tenure on the NIRI board, culminating in her serving as Chairman, we are delighted that David is sharing his investor relations expertise as a NIRI board member. Congratulations to David and the newly elected directors.”

By Dennis Walsh, Vice President

The Shareholder on a Shelf is a new tradition that has become the holiday gift of choice for IROs to their executive management teams. The story of the Shareholder on a Shelf is as follows:

“Have you ever wondered how the SEC could know;
If you’re naughty or nice in making your reported revenues and margins grow;
For 79 years it’s been a big secret;
Which now can be shared, if you promise to keep it.

At reporting time the SEC sends me to you;
I sit in the shadows to watch and report on all that you do;
My job is an assignment from Ms. Mary Jo White herself;
I am her helper, a friendly scout shareholder that sits on a shelf.

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.

By Dennis Walsh, Vice President

I recently was interviewed for an article for IR Magazine titled, “Sell-Side Analysts: The Many and the Few.” The article discussed how some companies manage a full roster of covering sell-siders, while others struggle to maintain or attract just a few. In today’s market, it seems more common that IROs are in the latter situation and are frustrated by the limited return on their efforts to attract coverage.

There are many factors that contribute to the lack of adequate sell-side coverage, and all of these factors relate to the sell-side’s inability to make money by working with a particular company. Low trading volume plagues companies vying for attention from both the buy- and sell-side. The buy-side avoids low-volume stocks because they cannot easily get out of the stock, and the sell-side won’t cover a stock because the lack of buy-side interest limits their ability to generate trading commissions. It’s a vicious cycle. In addition, the lack of investment banking business may create a barrier to coverage. The bottom line is that the bank needs to make money in some way from the research coverage since they are not being compensated from the buy-side in hard dollars.

By Andrew Blazier, Senior Associate

A good friend and colleague of mine used to describe the universe of real estate investment trusts – REITs – as an “us girls” industry. It was difficult to break in, but once you did, the REIT community was so small, and so interconnected, that working within the industry could be done rather smoothly.

The publicly traded REIT community is indeed tightly knit. And the number of institutions investing in REITs isn’t much larger. When management teams go on roadshows or attend conferences, it’s not uncommon for them to meet the same individuals from the same funds four, five or six times in a year. I compare it to one of those small towns you see in Western films, with the two main characters squaring off to see who will ultimately control the town: “This investor pool isn’t big enough for the two of us.”

By Howard Berkenblit, Partner, Sullivan & Worcester LLP
By Maureen Wolff, President and Partner, Sharon Merrill Associates

As you may have heard, the SEC has stated that public companies may announce material, non-public news on social media outlets like Facebook and Twitter, provided that companies take appropriate steps to alert investors which outlets they will use. Depending on your perspective, that may sound either intriguing or daunting.

But if that’s as far as it goes for your company – a quick reaction followed by little else – then all of the recent discussion spawned by the SEC’s ruling will have been little more than a wasted opportunity.

Sharon Merrill and the law firm Sullivan & Worcester recently co-hosted an educational seminar with investor relations and corporate communications officers on using social media for public companies. We presented an overview of the legal issues related to using social media for disclosure purposes, and we also provided six building blocks for developing an investor relations social media strategy.

By Dennis Walsh, Vice President & Director of Social Media

*Okay, so I may be biased since I was the moderator, but this panel session at the NIRI’s 2013 Annual Conference had all the elements necessary to help IR professionals develop a strategy for using social media for IR.

Attendees heard from David Urban, Director of IR at Johnson Controls; RJ Jones, IRO at Zillow; Broc Romanek, editor at TheCorporateCounsel.net; Chris DeMuth, portfolio manager at Rangeley Capital; and Sheryl Joyce VP Marketing & Communications at Q4 Websystems.

The key take away from the panel was that IR professionals should take control of or insert themselves into their company’s social media strategy. Since marketing and PR departments typically "own" social media, the challenge for IR departments is twofold: 1) ensure that all activity is compliant with public company regulations, and 2) ensure the messaging is consistent with the overall IR strategy.

The firm received a 2013 Bell Ringer Award from The Publicity Club of New England for an investor relations program it developed for a Fortune 500 client. The program included a highly successful investor day. The Publicity Club of New England’s Bell Ringer Awards recognize and honor excellence and achievement in the communications and public relations professions. In the past 17 years, the firm has won an award for investor relations in each of the 14 years it has entered a submission.

By Dennis Walsh, Vice President & Director of Social Media

The SEC finally has provided guidance on the use of social media for investor relations. The guidance came in a report on its investigation to determine whether Netflix CEO Reed Hasting had violated Reg FD. In a Facebook status update on his personal account, Hastings said Netflix had streamed 1 billion hours of content in June 2012, calling into question whether the post was selective disclosure of material information.

In its report, the SEC clarified that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Reg FD. It’s the moment we’ve all been waiting for, but with some key caveats.

Sharon Merrill Associates on Monday captured The Publicity Club of New England’s coveted 2012 Platinum Super Bell at its annual Bell Ringer Awards, which annually recognizes the region’s most successful communications and public relations campaigns. We won the Platinum Super Bell for our investor relations program for Gibraltar Industries, recognizing us as “best in show” among the “Gold” winners in each of the 20 communications campaign categories. In addition, the agency also received a Gold Bell Ringer Award for best Investor/Financial Relations Campaign.