Our Blog: The Podium

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.

By Dennis Walsh, Senior Consultant & Director of Social Media

In many of the StreetScope® perception audits we conduct, we often inquire about what makes a successful investor relations program. Is the Street satisfied with the level of outreach? Is there something specifically a firm can do to enhance its communications? Being the investor relations enthusiast that I am, I’m always hoping to discover an innovative idea that we have yet to implement.

However, more often than not, the responses are all pretty simple. Wall Street wants access to management. They want informative answers to their questions. Many even want an investor day that describes the company’s long-term growth strategy. So old-fashioned (I jest)! What about having an active Twitter/StockTwits account (follow me) or Facebook page, a cool management video or an interactive annual report?

“View from the C-Suite: What Management Wants from Investor Relations” was the theme for NIRI Boston’s April event. For a chance to listen to a panel of C-level executives speak candidly to a room full of investor relations professionals, I quickly reserved a car and “zipped” over to the meeting. The panel featured three esteemed executives from the region, including Richard F. Pops, Chairman, President & Chief Executive Officer, Alkermes; David D.R. Hargreaves, Chief Operating Officer, Hasbro and Donald Muir, Chief Financial Officer, Lionbridge.

The audience was eager to hear what these top executives expect from a strong IR team. The panel consistently reinforced that IR professionals are most effective when they are knowledgeable, well organized, involved in strategic planning, and are able to stand up to management to ensure best practice.

When it comes to corporate governance, board members and shareholder activists are usually on opposite ends of the spectrum. But at separate conferences in New York and Boston this month, the two camps expressed a surprisingly similar view about the most effective way to deal with the anticipated increase in shareholder activism in 2011: better communication.

According to a study by law firm Schulte Roth & Zabel (SRZ), 76% of activists surveyed identified “dialogue/negotiations with management” as the most effective activist strategy to achieve desired results. None of the other proposed strategies – shareholder resolutions, publicity campaigns, proxy contests or litigation – received more than 16% of the vote.

Results of the study were highlighted at SRZ’s Shareholder Activism Conference in New York, which I attended as part of an invited group comprised mainly of hedge fund and private equity fund managers.

Hello again. We took a bit of a hiatus from blogging this summer, but we are now back to share a Halloween story sure to scare you straight!

Unless you are one of the 33 Chilean miners that were trapped underground for the past two months, you have likely been watching the drama unfold on Capitol Hill as the Business Roundtable and the U.S. Chamber of Commerce challenged the legality of the SEC’s new proxy access rule 14a-11, which allows qualifying shareholders to nominate directors for election at shareholder meetings and requires the corporation to include those nominees in the standard proxy statement. The petitioners claim that the new rules are subjective and violate federal and state law and the United States Constitution, and that the SEC did not assess the effect of the rules on efficiency, competition and capital formation. As a result, implementation of the rule has been delayed pending a resolution of the Court of Appeals. So the new proxy access rules will most likely not be implemented until the 2012 proxy season, at the earliest. Upon hearing this news, public corporations across the nation let out a collective sigh of relief.

Yesterday afternoon I presented a workshop entitled, “Giving Life to Your Investor Relations Presentation. . . and Your CEO” at the National Investor Relations Institute’s Annual Conference. We’ve all seen bad investor relations presentations. But what makes them bad? The purpose of an investor presentation is to convey the company’s “story,” which is essentially its investment thesis. If the presentation does not succeed in articulating the investment thesis in a memorable way, it has failed.

So how do we ensure good presentation slides -- and success? Here are a few tips:

“But social media for investor relations won’t work for my company!”

The use of social media is radically changing the way our society communicates – and the investment community is no exception. But many investor relations officers still refuse to use social media as an IR tool. I’ve heard any number of reasons why “social media for IR won’t work for my company.” Our business model is primarily B2B. The retail shareholder base is small. Our market cap is less than $500 million. My corporate counsel tends to be conservative regarding disclosure. Notwithstanding the huge volume of research that supports the use of social media in IR, I think it would be easier to land a lunch with Warren Buffett than to convince the typical IRO to set up a Twitter account.

I recently spent a whirlwind of a week focused on social media in investor relations. The NIRI Westchester Connecticut chapter invited me to serve on a panel discussion entitled, “Investor Relations and Twitter – To Do or Not to Do?” with Darrell Heaps, president & CEO at Q4 Websystems (@darrellheaps), Dan Dykens, co-president at Meet the Street (@meetthestreet), and Doug Chia, senior counsel & assistant corporate secretary at Johnson & Johnson (@dougchia). I was pleased to see that more than half the room had at least been on Twitter. Two questions seemed to preoccupy the audience: “what should we know about using Twitter,” and “how can we use it as part of an effective IR strategy?”

Sell-side research has undergone profound structural changes during the past decade with far-reaching implications affecting the quality of the research and how research is generated, sold and compensated. Decimalization, Regulation FD, unbundling of trading from research and the hedge fund “brain drain” have all negatively impacted sell-side profitability, product quality and small cap coverage in today’s age of diminished sell-side research.

Decimalization. When the SEC required exchanges to narrow their bid-ask spreads from one-sixteenth, or $0.0625, to $0.01 per share effective in 2001, the profitability of trading floors collapsed amidst tremendous spread compression. While working on the sell-side, I recall hearing many times over, “when we get a trade we can all hear the cash register ring.” After decimalization, I never heard this again. Sell-side boutiques, historically adequately compensated for their research with large bid-ask spreads, now struggled to stay afloat. They reduced staff levels and often swapped higher-priced, seasoned analysts for less-experienced and less-costly researchers.

The term “shareholder activism” can sometimes send a shiver down your spine and conjure up all kinds of unwelcome events – unhappy shareholders, proxy contests, shareholder proposals, 13D filings and withhold vote campaigns, to name just a few.

I recently moderated a NIRI Virtual Chapter webinar on “Shareholder Activism Trends.” The participants, consisting mainly of IROs at mid- and small-cap companies, were polled on several questions. The first question was, “Do you have a detailed plan in place for dealing with shareholder activism?” The majority answered “no.”

It may not be feasible to have a detailed plan for dealing with a threat that can take so many different forms. The lawmen and bandits who fought it out at the infamous O.K. Corral in 1881 had no idea how the showdown would play out – and neither will you if your company becomes an activist’s target. But that doesn’t mean you can’t be prepared. Here are four steps.

For months leading up to your S-1 filing, you probably have been singularly focused on creating that massive tome. You have spent significantly more time with your lawyers and auditors than with your own family -- and you cannot even begin to imagine a time when you won’t be spending every waking moment with your bankers. So now that you’ve left the long nights (and great food spreads) at the financial printers behind, it’s time to focus on investor relations. You need to hit the ground running with IR as soon as your company prices its offering, so here are 10 “to do” items before then:

1) Develop your IR website. The IR website must be ready to go live on the day of your IPO pricing. It is most cost-effective to hire an IR website hosting provider, which will develop your site and aggregate content such as news releases, SEC filings and stock data. You also need to prepare additional content for your site such as “Frequently asked Questions,” management biographies and fact sheets. Your website is arguably the most important vehicle you will have to communicate with investors, so make sure it has everything that investors need and expect.