Our Blog: The Podium

Global merger and acquisition activity set an all-time high last year, breaking the previous record set in 2007.  According to an EY survey in October 2015, 59% of executives planned to actively pursue acquisitions in the coming 12 months. Given that this number is significantly higher than the 40% reported in the survey a year ago, we very well could see another record-breaking year for M&A in 2016. 

Hosting an investor day can be a powerful way to raise management visibility and credibility, highlight the depth of your management team, and clarify your company’s value proposition and growth strategy.  But planning a successful investor day is no small task. Here are five tips to help you along the way.

By Dennis Walsh, Vice President

I recently moderated a webinar hosted by NIRI on social media strategies for investor relations. On the panel with me were David Jackson, CEO, Seeking Alpha; RJ Jones, Investor Relations Officer, Zillow; and Andrew Shapiro, Founder, President and Portfolio Manager, Lawndale Capital Management.

The discussion made clear that professional investors are using social media - activists included. In addition, all public companies should have a social media strategy, even if the objective is just to monitor the online conversation.

If you are in charge of managing your company’s investor relations program, you might be wondering how to get started developing your social media strategy. Try following this three step approach:

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.

Sharon Merrill Associates President and Partner Maureen Wolff was selected as one of five new National Investor Relations Institute (NIRI) Fellows. NIRI Fellows are recognized leaders who represent the ideals of the investor relations (IR) profession, and have distinguished themselves on the basis of their integrity, leadership, involvement and contributions to the IR profession throughout their careers.

Sharon Merrill, Chairman and CEO of Sharon Merrill Associates said, “Maureen is extremely well deserving of this great honor by the National Investor Relations Institute. She has been a leader in the advancement of the investor relations profession for the past 30 years and an ardent supporter of NIRI. Congratulations to Maureen and the 2014 class of NIRI Fellows.”

In the NIRI announcement of the Fellows Class of 2014 , NIRI CEO Jeff Morgan said, “I am delighted to honor these five outstanding individuals who have been so important to the development of the profession and to NIRI’s success. NIRI Fellows are nominated by their peers, and represent the highest standards in the investor relations profession and in our community. We look forward to honoring them at the 2014 NIRI Annual Conference this June.”

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 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.

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 Maureen Wolff, President and Partner

Annual reports are so 1997.

When the National Investor Relations Institute recently asked me for my thoughts on the public company practice of producing a glossy annual report, the premise of the question was not, “How can companies do this better?” or “Please provide some helpful tips for designing annual reports.” It wasn’t even as minimalist as “What’s the least expensive, most simplified way to produce an annual report?” No, the question was much more fundamental: Why, in this age of technology and pressured IR department budgets, should companies bother to create an annual report at all?