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Our Blog: The Podium

A Conversation with Wolf & Co.: Board Room Topics

In this two-part conversation, public accounting experts from the CPA firm Wolf & Company provide insights on current trends in public company compliance. In our second conversation, we discuss accounting standards changes and other audit committee related topics with Jim Kenney, Scott Goodwin and Dan Morrill from Wolf.

The Podium: Hello, everyone. Thank you for joining us. In today’s discussion, we wanted to address the major trends you see coming to public company accounting in the near term. Let’s start with revenue recognition. A brand-new standard has been issued for public companies. What does it entail, and when will it be coming?

Scott: That’s right. The new standard, which goes into effect in 2018, accomplishes several objectives. It removes inconsistencies and weaknesses in existing revenue recognition guidance and provides a more robust framework for addressing revenue issues. It also provides, for the first time, a single revenue recognition standard that will be applicable across entities, industries, jurisdictions and capital markets, and provides more useful information to users of financial statements through improved disclosure requirements. One good thing is the rules are now all in one place.

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SEC, Investor Relations, Public Accounting, GAAP, revenue recognition, regulation, fraud, fraud inquiries, lease standards, sale-leaseback, accounting regulations

SEC Guidance on Reg G: Q&A with Howard Berkenblit

On May 17, 2016, the SEC issued new Compliance & Disclosure Interpretations related to Regulation G.  The Podium discussed the new guidance on the reporting of non-GAAP financial measures with Sullivan & Worcester Partner Howard Berkenblit

The Podium: What do you see as the most significant changes that came out of the new SEC guidance on Reg G?

HB: There are two main themes to the changes.  First there are some additional interpretations regarding what can and can’t be presented – these have the practical effect of creating new rules without technically changing the rules.  For example, one of the changes makes explicit that EBITDA “must not be presented on a per share basis,” while others give new examples of adjustments that may not be made to non-GAAP measures. While some of these were implicit from the rules or prior SEC Staff speeches and comments, having them in Compliance and Disclosure Interpretations, even if theoretically not binding, gives them greater weight.

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SEC, Investor Relations, Non-GAAP, Reg G, GAAP

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 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

Integrating Social Media into Your Investor Relations Program

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.

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IR Program Planning, Disclosure, Reg FD, Investor Relations Agency, SEC, Securities Law, Disclosure Policy, Social Media, Investor Relations

SEC Gives Social Media for IR Its Blessing

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.

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IR Program Planning, Reg FD, Investor Relations Agency, SEC, IR Website, Disclosure Policy, Shareholder Communications, Earnings Call, Social Media, Small-cap IR, Investor Relations, Socialize IR, Earnings, Investor Relations Firm

Confronting the Quarterly Quiet Period Dilemma

By Jim Buckley

One of the investor relations issues that companies often struggle with is the “quiet period.” Here I’m not talking about the SEC mandated quiet period related to IPOs, other public offerings or around the release of lock-up agreements. Those all have defined legal parameters and lines drawn around what companies can and can’t do. I’m referring to the quarterly quiet period – where individual companies determine if, when and how they want to stop talking to the investment community as they approach the end of the quarter.

The quarterly quiet period is one of those gray areas that investor relations is famous for, and there is certainly no one-size-fits-all approach for companies. The fundamental principle behind the quarterly quiet period (or QQP) is straightforward. At some point around quarter end, management has knowledge of the company’s quarterly performance. So investors start calling in the last two weeks of every quarter and asking “How are things going?” They want to get a read on upcoming results through tone and demeanor. As a result, over time, companies began to institute a quiet period with the Street to avoid taking these calls. Makes sense, right? But how does each company handle its QQP? That’s where things start to get a little fuzzy.

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IR Program Planning, Disclosure, Reg FD, Conference Calls, Investor Meetings, SEC, Guidance, Disclosure Policy, IRO, Earnings Call, Investor Relations, Earnings

Notes from a NIRI Annual Conference Attendee

By Dennis Walsh, Senior Consultant & Director of Social Media

Last week, I attended the NIRI Annual Conference. It was very educational and an incredible opportunity to meet and exchange ideas with many of the approximately 1,300 investor relations professionals from more than 20 countries that attended the event in Seattle.

NIRI organized more than 45 informative panel sessions and workshops that were led by some of IR’s top influencers. While I wanted to attend each one, unfortunately I am not omnipresent. For those that I did attend, I left with several key takeaways that can benefit any IR program and wanted to share those with you here at The Podium.

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Investor Presentation, IR Program Planning, Board Packages, Shareholder Surveillance, Disclosure, Targeting, Board Communications, Annual Meeting, Corporate Governance, Shareholder Activism, SEC, Proxy Season, Board of Directors, Proxy Access, NIRI, Disclosure Policy, IRO, CFO, Social Media, Investor Relations, Activist Investors

Form 13Fs – Things that Could Have Been Brought to My Attention Yesterday!

By Dennis Walsh, Senior Consultant & Director of Social Media

It’s that time of the year again. Four times a year, institutional investors that hold more than $100 million in assets under management are required to file a Form 13F with the SEC that lists the securities held in their portfolio and the number of shares owned…45 days prior. Every quarter when I’m going through these filings for my clients, I have a similar reaction as Adam Sandler in “The Wedding Singer”:

Things that could have been brought to my attention YESTERDAY

The 13F filings provide a snapshot into the makeup of a company’s shareholder base at the end of each quarter. While they offer some insight into how a company’s ownership has been trending, they fail to provide who the shareholders are in real time. It is extremely frustrating when the markets are under pressure and volatility is high – as it has been in recent weeks – to not know who owns your company’s stock. During the recent rollercoaster swings in the market at the beginning of August, the publicly available shareholder data was current only as of March 31 (ownership data as of June 30 wasn’t due to the SEC until August 15)! With all the buying and selling that has taken place, a company’s shareholder base could potentially be wildly different since the end of the previous quarter.

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IR Program Planning, Shareholder Surveillance, Targeting, Investor Meetings, SEC, Buy-Side, NIRI, Shareholder Communications, Roadshow Planning, Small-cap IR, Investor Relations

To Split or Not to Split – That is the Question Boards Should Be Asking

With proxy season on the horizon, a new SEC rule will be requiring companies to justify the structure of the board’s leadership. That could have some companies thinking about whether the roles of chairman and CEO should be separated – an issue that’s been hotly contested for years.

Proponents of taking an axe to the two positions contend that combining them puts too much power in the hands of one person and creates an inherent conflict of interest. Their preference is to seat an outside director as chairman to ensure the board stays truly independent from management. The CEO can then focus on running the business while the chairman is tasked with protecting the interests of shareholders, including evaluating management’s performance.

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Shareholder Meeting, Annual Meeting, SEC, Proxy Season, Board of Directors, Crisis Communications, Board Structure, Investor Relations, Activist Investors

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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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