Running an Effective Investor Relations Department A Comprehensive Guide

by Bragg, Steven M.

• ISBN13: 9780470630303
• ISBN10: 0470630302
• Edition: 1st
• Format: Hardcover
• Copyright: 2010-08-02
• Publisher: Wiley

Summary

The ultimate guide to investor relationsYour one-stop resource for everything pertaining to your company's dealings with the investment community, Running an Effective Investor Relations Department provides investor relations professionals with essential day-to-day information. From creating and properly communicating a company's investment story, to dealing with both the sell side and buy side of the investment community, to providing guidance, and the form and frequency of that guidance, this authoritative resource covers it all. Addresses every possible area of the investor relations profession Includes chapters covering disclosure, forward-looking statements, guidance, event management, and twenty other topics Other titles by Bragg: The Vest Pocket Controller, Accounting Best Practices, Sixth Edition, and Just-in-Time Accounting, Third EditionPractical and thorough, this book offers the world-class guidance you need to effectively manage your investor relations department.

Author Biography

STEVEN M. BRAGG, CPA, has been the chief financial officer or controller of four companies, as well as a consulting manager at Ernst & Young and an auditor at Deloitte & Touche. He received a master's degree in finance from Bentley College, an MBA from Babson College, and a bachelor's degree in economics from the University of Maine. He is also the author of Accounting Best Practices, Sixth Edition and Cost Reduction Analysis: Tools and Strategies, both published by Wiley.

Table of Contents

Preface	p. xi
About the Author	p. xiii
Managing Investor Relations	p. 1
Why Have an Investor Relations Department?	p. 1
Investor Relations Objectives and Goals	p. 2
Investor Relations Tools	p. 3
Investor Relations Budget	p. 6
Float Management	p. 8
Managing Bad News	p. 10
Responding to Rumors	p. 14
Summary	p. 15
Investor Relations Officer Position	p. 16
Key Aspects of the IRO Position	p. 16
IRO Job Description	p. 19
Investor Relations Team	p. 21
IRO as Management Representative	p. 22
Summary	p. 23
Creating the Company Story	p. 24
Creating the Story	p. 24
Packaging the Story	p. 26
Strategic Credibility	p. 29
Clarifying and Mitigating Risk	p. 30
Company Reputation	p. 32
Matching the Company to the Story	p. 34
Duration of the Story	p. 34
Coordination with Public Relations	p. 35
Summary	p. 35
Event Management	p. 37
Conference Call	p. 37
Road Show	p. 41
Non-Deal Road Show	p. 46
Annual Meeting	p. 47
Plant Tour	p. 49
Annual Analyst Meeting	p. 49
Analyst and Industry Conferences	p. 50
Podcast Dissemination	p. 50
Video Dissemination	p. 52
Blog Dissemination	p. 52
Event Disclosure Issues	p. 53
Practicing for Events	p. 54
Summary	p. 55
Public Communications	p. 57
Constructing a Press Release	p. 57
Dealing with the Media	p. 63
Dealing with Electronic Message Boards	p. 66
Investor Relations Advertising	p. 67
Summary	p. 68
Publications	p. 69
Fact Sheet	p. 69
Annual Report	p. 74
Product Pipeline Report	p. 77
Company-Paid Research Reports	p. 78
Independent Research Reports	p. 78
Welcome Kit	p. 79
Videos	p. 79
Other Publications	p. 80
Information Tracking Systems for Publications	p. 81
Legal Liability	p. 82
Summary	p. 82
Investor Relations Web Site	p. 83
Basic Investor Relations Web Site	p. 83
Intermediate Investor Relations Web Site	p. 84
Advanced Investor Relations Web Site	p. 87
Web Site Layout	p. 90
Hyperlink Liability	p. 91
Sample Web Sites	p. 92
Summary	p. 93
Management Discussion and Analysis Section	p. 94
MD&A Reporting Requirements	p. 94
SEC Guidance	p. 98
Examples of Enhanced MD&A Disclosure	p. 99
A Case for Full Disclosure	p. 101
Summary	p. 102
Disclosure	p. 103
Form 8-K	p. 104
Disclosure of Non-GAAP Information	p. 111
Regulation FD	p. 114
Disclosure Policy	p. 115
Disclosure Procedure	p. 117
Ensuring Compliance with Disclosure Rules	p. 118
Disclosure During an Initial Public Offering	p. 120
Summary	p. 121
Forward-Looking Statements	p. 122
Basis for Class Action Lawsuits	p. 122
Private Securities Litigation Reform Act	p. 123
Forward-Looking Statements	p. 124
Legal Liability for Past Statements	p. 127
Summary	p. 127
Providing Guidance	p. 128
Whether to Provide Guidance	p. 128
Form of Guidance Issued	p. 130
Frequency and Timing of Guidance	p. 132
Aggressiveness of Guidance	p. 133
Guidance Policy	p. 134
Summary	p. 135
Dealing with the Sell Side	p. 136
Analyst's Perspective	p. 136
Finding the Right Analyst	p. 139
Dealing with Analysts	p. 140
Negative Analyst Report	p. 144
Dealing with Brokers	p. 145
Pump and Dump	p. 147
Dealing with Investment Bankers	p. 148
Dealing with Sell-Side Specialists	p. 149
Summary	p. 149
Dealing with the Buy Side	p. 151
Types of Investors	p. 151
Dealing with Institutional Investors	p. 153
Travel Requirements for Meetings with Institutional Investors	p. 156
Dealing with Individual Investors	p. 158
Dealing with Investment Clubs	p. 160
Dealing with Foreign Investors	p. 161
Investor Presentation	p. 162
Managing a Private Investment in Public Equity	p. 164
Accredited Investor	p. 164
Dividend Reinvestment	p. 165
Direct Stock Purchase Plans	p. 165
Summary	p. 166
Dealing with Credit Rating Agencies	p. 167
Credit Rating Agency Relationship	p. 167
Summary	p. 169
Dealing with Short Sellers and Activist Investors	p. 170
How Short Sellers Operate	p. 170
How to Handle Short Sellers	p. 172
Monitoring Short Sellers	p. 174
Dealing with Activist Investors	p. 174
Summary	p. 175
Dealing with the Board of Directors	p. 177
IRO and the Board of Directors	p. 177
Investor Relations Board Packet	p. 182
Summary	p. 182
Major Stock Exchanges	p. 183
Listing Process	p. 183
American Stock Exchange	p. 184
Overview of the NASDAQ	p. 187
NASDAQ Capital Market	p. 187
NASDAQ Global Market	p. 188
New York Stock Exchange	p. 190
Comparing the Stock Exchanges	p. 191
Summary	p. 193
Monitoring the Market	p. 194
Monitoring through Internet Services	p. 194
Monitoring through Individuals	p. 195
Surveying Investors	p. 196
Locating Investors	p. 199
Monitoring through a Stock Surveillance Service	p. 200
Monitoring through a Stock Transfer Agent	p. 201
Bloomberg Terminals	p. 201
Electronic Message Boards	p. 201
Activity Caused by Trading Strategies	p. 202
Summary	p. 204
Blue Sky Laws	p. 206
Blue Sky Law Requirements and Implications	p. 206
Blue Sky Advice for the IRO	p. 208
Proxy Solicitations	p. 209
Proxy Solicitation Concepts	p. 209
Online Proxy Voting	p. 215
Proxy Distribution Process	p. 218
NYSE Rule 452	p. 222
Summary	p. 223
Dividends and Stock Buy-Backs	p. 224
Transition to a Dividend	p. 224
Dividend Policy	p. 225
Stock Buy-Back Alternative	p. 227
SEC Conditions on Stock Buy-Backs	p. 228
Disclosure of a Stock Buy-Back Program	p. 229
Odd-Lot Shareholdings	p. 231
Summary	p. 232
Outsourcing Investor Relations	p. 233
Skill Set of an Investor Relations Consultant	p. 233
Managing the Consultant Relationship	p. 236
National Investor Relations Institute	p. 237
Summary	p. 237
Investor Relations Metrics	p. 239
Internal and Financial Metrics	p. 239
Peer Metrics	p. 244
Company-Specific Metrics	p. 245
Metrics Consistency	p. 246
Explaining Results	p. 247
Summary	p. 249
Index	p. 250
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