Category Archives: SEC

Going Public: After You File

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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.

The Podium: Hello, Maureen. Thank you for joining us again. In today’s discussion, we will focus on the actions companies should take after they file the registration statement but before they price. What’s a good first step for them?

MW: At this stage, a pre-IPO company has been preparing the registration filing for several months. It is now very important to concentrate on having the investor relations function ready to hit the ground running as soon as the stock prices. One of the first things to focus on is the IR website. It needs to go live on the day of the IPO. There are many cost-effective providers that will host that section of the company’s website.

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Filed under Investor Relations, IPO, Roadshow Planning, SEC

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. Continue reading

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Filed under Earnings, Investor Relations, SEC

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”:


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. Continue reading

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Filed under Investor Relations, Roadshow Planning, SEC, Shareholder Surveillance

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. Continue reading

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Filed under Board of Directors, Crisis Communications, SEC

Proxy Access: Time to Get Ready for Profound Changes

Recently, Sharon Merrill Associates President Maureen Wolff and I spoke on “Navigating the New Proxy Access Rules” at the NYSE Euronext’s “Building Blocks for Successful Investor Relations” conference.  The event attracted great attendance from CEOs, CFOs and investor relations officers – despite some obstacles getting downtown with the Yankees World Series victory parade taking place at the same time about a block away.  Some things you just can’t plan for.  As a life-long Red Sox devotee, it was rather painful to hear the million-plus Yankees fans lined up on Broadway cheering for A-Rod and company.  Wait ‘till next year I guess. 

When investor relations practitioners get together these days, we tend to discuss the same general questions, gripes and concerns:  When will we see an upturn in the economy?  Why can’t we have a better understanding of who owns our stock?  Will the Yankees buy another championship next year?  What effect are dark pools having?  But one topic that should be getting significantly more attention in the IR world is the inevitable change in shareholder proxy access.  If two proxy-related proposals from the SEC are implemented, the changes in proxy access will have a profound effect on the boardroom and board/shareholder communication.  It’s time to get ready. Continue reading

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Filed under Board Communications, Crisis Communications, Investor Relations, SEC, Shareholder Activism