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9780471064176

Investor Relations for the Emerging Company

by ;
  • ISBN13:

    9780471064176

  • ISBN10:

    0471064173

  • Edition: 1st
  • Format: Hardcover
  • Copyright: 2002-02-21
  • Publisher: Wiley
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Summary

The definitive guide for CEOs, CFOs, and executives of newly public companies Learning to deal with investors, employees, media, regulators, and others once a company has gone public requires dedication and consistency. Investor Relations for the Emerging Company helps fledgling public company officers and directors prepare for the unique business task of convincing investors of their company's value. From describing the various organizations, institutions, mechanics and behaviors of capital markets to clarifying the requirements and best practices for reporting and disclosure, this book provides all the answers. CEOs, CFOs, and executives who must operate an effective investor relations program within the budget constraints of their newly listed company will use this book for years to come.

Author Biography

RALPH A. RIEVES is a Senior Analyst with the Emerging Companies Research Institute (ECRI), a division of Farragut, Jones &amp; Lawrence. ECRI advises recently listed companies about current research in the areas of financial reporting, compliance, capital markets, and institutional investors&#146; portfolio strategies. He was managing editor of the Journal of Investment Consulting and was previously the executive editor for capital markets publishing for Dow Jones-Irwin books and Irwin Professional books. Mr. Rieves is a recipient of the book industry&#146;s Bowker LMP Award for distinguished achievement.<BR>

Table of Contents

Preface.
Acknowledgments.
PART ONE: THE INVESTOR UNIVERSE.
CHAPTER 1 Introduction.
CHAPTER 2 The Securities Markets.
The Negotiated Markets and the NASD.
The OTCBB.
Nasdaq.
Market Makers.
An Unhappy Situation.
The Auction Market: Stock Exchanges.
The Specialist.
Liquidity, Liquidity, Liquidity.
CHAPTER 3 Modern Investing Theories and Practices.
Risk and Return.
SharpeÆs Capital Asset Pricing Model.
Is the Market Efficient?
What Market?
Benchmarks.
Passive Investing.
Active Investing.
Investment Styles.
Value Investors.
Growth Investors.
Note.
CHAPTER 4 Institutional Investors.
Your Company Must Be Listed.
The Institutional Buy Side.
The Institutional Sell Side.
Sell Side Research.
The Sell Side Dilemma.
DonÆt Misinterpret
The Tightrope.
A Real Fact of Public Company Life.
Selected Targeting Within the Buy Side.
Growth Investors.
CHAPTER 5 Targeting the Microcap Growth Investment Manager.
Burgeoning IPOs.
The Demand for Small-Cap and Microcap Stocks.
The Advent of Microcap Funds.
The Nasdaq Small-Cap Market System.
A Nimble Group of Buyers.
Selling to the Microcap Growth Managers.
The Killer Costs of Managing a Microcap Portfolio.
An Aggressive and Expensive Investment Style.
Bad News and Good News.
The Profit Challenge for Microcap Growth Managers.
Microcap Growth Managers DonÆt Delegate Their Research.
Investment Disciplines Can Vary among Microcap Growth Managers.
Now What?
Truly Understanding the Microcap Growth Manager.
Economic News and Systematic (Market) Risk.
The Risks Specific to Owning Your CompanyÆs Stock.
Growth in Revenues.
Operating Margins.
Free Cash Flow.
Balance Sheet.
Qualitative Considerations.
M & A Considerations.
The Rest of This Chapter.
Consensus Risk.
The Signaling Model of Investor Behavior.
Herding.
WhatÆs the Big Deal?
The Cockroach Signal.
The Forecasting Game.
Our Advice (Besides KYMS).
Independent Investment Managers.
Fiduciaries.
Local Institutional Investors.
Other Players.
Brokers.
Technicians and Their Charts.
Conclusion.
Notes.
CHAPTER 6 Reaching the Individual Investor.
The Retail Stockbroker.
Making the Cuts.
Your Best Retail Prospects.
The Worst Retail Prospects.
ôPump and Dumpö and Other Chicanery.
Web Chat Rooms.
The Less Than Gifted Broker.
Targeting the Best Retail Brokers.
Megafirm Brokers.
Regional Brokers.
Independent Brokers.
Microcap Brokers.
Communicating with Brokers.
Using the Telephone.
Printed Material.
That Matter of Follow-Up.
The Direct Approach.
Research, the Quid Pro Quo.
Fees for Research.
Conclusion.
Notes.
PART TWO: COMPLIANCE AND DISCLOSURE.
CHAPTER 7 Financial Reporting.
The Securities and Exchange Commission (SEC).
The SEC and Financial Reporting.
SEC Financial Filing Requirements.
The SEC and the Auditing Process.
Chief Financial Officer.
Board of Directors Audit Committee.
Independent Auditor.
Private-Sector Dictates.
Elements of Effective Financial Reporting.
Income Statement.
Revenues.
Expenses.
Balance Sheet.
Statement of Cash Flows.
Accounting for Options.
Audit Fees.
ôAdditional and Enhanced Informationö.
Notes.
APPENDIX 7ûA: Charter of the Audit Committee of the Board of Directors of The Boeing Company.
Organization.
Members.
Meetings.
Roles.
Responsibilities.
CHAPTER 8 The Disclosure Challenge.
Materiality.
Regulation FD (Fair Disclosure).
Reg. FD Stipulations.
A Lesser-Known Stipulation.
ItÆs About You.
Who Is Subject to Reg. FD?
Special Circumstances.
Practices and Procedures.
Penalties for Violations.
The Real Challenge of Reg. FD.
Insider Trading.
Who Is an Insider?
Rules 10b-5-1 and 10b-5-2.
My Wife, the Tipster.
Safe Harbor Provisions.
Avoid Blanket Statements.
DonÆt Refer to Separate Documents.
Avoid Qualifying Words.
DonÆt Fall Silent.
The Proxy Process.
Types of Shareholders.
Note.
APPENDIX 8ûA: Selected Samples of Safe Harbor Statements.
Sample of Safe Harbor Statement (Alternative 1).
Sample of Safe Harbor Statement (Alternative 2).
Sample of Safe Harbor Statement (Alternative 3).
CHAPTER 9 The Chat Room Pox.
Blowing Smoke.
Your Primary Concern.
Fanning Flames of Grievance.
Who Does the SEC Protect?
What Your Company Should Do and Not Do.
Wrong News Can Never Be Good.
The Appropriate Response.
Appropriate Action.
Web Surveillance.
Typical Charges.
Restrictions on Employees.
One More Time.
Notes.
PART THREE: CORPORATE PRACTICES.
CHAPTER 10 Establishing an Investor Relations Department.
The IR DepartmentÆs Activities.
Everyone on the Same Page, All the Time.
Qualifications for Head of an IR Department.
Background and Education.
Understanding the Securities Industry.
Versatile and Adaptable.
Staffing the IR Department.
Measuring the Effectiveness of Your IR Program.
Monitoring the Effectiveness of Your IR Activities.
Tracking Your Stock.
CHAPTER 11 Best Practices for News Releases.
Materiality, One More Time.
Always Appear Savvy.
Known, Likely, and Uncertain.
When There Is Good News.
Preparation of the News Release.
The Distribution of News Releases.
The NASD.
Your Main Constituents.
The Investment Community.
About Wire Services.
Working with a Wire Service.
Distribution Arrangements.
Confirming Faxes.
Be Available.
Know the Whereabouts of Your Sources.
Password-Protected Submissions.
Visual Elements.
Crossing the Wire.
News Congestion.
As They Like It.
Getting Distribution beyond the Wire.
Payment Options.
Tracking the News.
Print and Web Tracking.
Broadcast Monitoring.
Quick Results.
Local and Regional Media.
Public Relations Agencies.
Following Up.
The Press Kit.
Fact Sheet.
Executive Summary.
The Next Chapter.
APPENDIX 11ûA: Our Sample Executive Summary Format.
Business Summary.
Industry.
Customers.
History.
Background.
Products and Services.
Financial.
Management.
Current Developments.
Future Expectations.
Conclusions.
CHAPTER 12 Best Practices for Conference Calls and Presentations.
The Teleconference (aka the Conference Call).
Scheduling a Conference Call.
Conducting the Conference Call.
Conference Call Follow-Up.
Presentations and Road Shows.
Clear Explanation of What the Company Does.
Effective Slides.
Logical Format.
Clear Transitions.
Good Delivery.
Provisions of Only Relevant Information.
Free of Jargon.
Clarity Pays.
Well Rehearsed.
Different Presentations for Different Audiences.
A Model PowerPoint Presentation.
Increasing Retention.
Meetings Limited to Investment Professionals.
Broker Meetings.
Group versus Individual Meetings.
Meetings with Investment Managers and Analysts.
The Next Chapter.
CHAPTER 13 Corporate Strategy and Market Value: The Three Areas Where Actions Speak the Loudest.
Executive Compensation.
Base Salaries.
Annual Bonuses.
Stock Options.
Restricted Securities and Executive Compensation.
Special and Derivative Financing.
Forget about 144A Securities.
Warrants.
Convertible Bonds.
The ôMessageö.
Mergers and Acquisitions.
Summary.
Conclusion.
Index

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