Table of Contents

Chapter 1 - Introduction to Investor Relations. 1

What is Investor Relations?. 1

The Investor Relations Officer 2

The Investor Relations Staff 4

Investor Relations Funding. 4

Specific Advantages of Investor Relations. 5

Interactions with Public Relations. 6

The Securities and Exchange Commission. 7

Chapter 2 - The Value Proposition. 9

The Value Proposition Concept 9

Background Research. 10

Formulation of the Value Proposition. 10

The Problem of Too Much Market Share. 15

The Problem of Seasonality. 15

Communication of Risk Mitigation. 16

The Impact of a Negative Reputation. 17

Communication of the Value Proposition. 17

The Value Proposition and Corporate Strategy. 18

Chapter 3 - Communicating the Message. 22

The Press Release. 22

The Earnings Press Release. 24

The Annual Report 25

The Fact Sheet 27

Conference Presentations and Discussions. 29

Newspapers and Related Media. 30

Other Forms of Communication. 31

The Communications Review Process. 32

The Communications Calendar 32

The Communications Mailing List 33

Handling Negative News. 33

The Negative News Response System.. 33

The Negative News Early Warning System.. 34

The Contagion Effect 35

The Nature of the Response. 35

Risk Mitigation by the Investor Relations Officer. 36

Chapter 4 - Regulation FD. 38

The Essentials of Regulation FD.. 38

Compliance with Regulation FD.. 39

Chapter 5 - The Earnings Call 43

Earnings Call Attendees. 43

Earnings Call Logistics. 43

Structure of the Earnings Call 44

The Question and Answer Session. 45

Earnings Call Variations. 46

Earnings Call Bad Behavior 46

Chapter 6 - Guidance. 49

The Case for Guidance. 49

Guidance Guidelines. 50

Timing. 50

Type of Information. 51

Guidance Range. 52

Consistency. 53

How Guidance is Communicated. 53

The Preannouncement 53

The Guidance Schedule. 54

Aggressive Guidance. 55

The Consensus Earnings Estimate. 55

When Not to Issue Guidance. 56

Chapter 7 - The Forward-Looking Statement. 59

The Legal Basis of the Forward-Looking Statement 59

The Private Securities Litigation Reform Act 60

The Safe Harbor for Forward-Looking Statements. 61

The Cautionary Statement 62

Chapter 8 - The Investor Relations Website. 66

Contents of the Investor Relations Website. 66

Functionality of the Investor Relations Website. 68

Multimedia. 69

Using the Website for Regulation FD Disclosure. 69

Hyperlinks to Third-Party Information. 71

Interactive Website Features. 73

Website Information Removal 74

The Website and the IPO.. 74

Third Party Providers. 74

Chapter 9 - The Sell Side and the Buy Side. 77

The Sell Side. 77

The Analyst 77

The Stockbroker. 83

The Investment Banker. 84

The Buy Side. 84

The Institutional Investor. 85

The Buy Side Analyst 86

The Hedge Fund. 86

Sovereign Wealth Funds. 86

The Individual Investor. 87

The Foreign Investor. 88

Investment Clubs. 88

Chapter 10 - Investing Strategies. 91

Investing Strategies. 91

Implications for Investor Relations. 93

Chapter 11 - Short Sellers. 96

The Short Selling Strategy. 96

The Short Seller Target 98

Short Interest 98

Dealing with Short Sellers. 99

The Passive Approach. 101

Chapter 12 - Stock Exchanges. 103

Stock Exchange Overview.. 103

The New York Stock Exchange. 104

The NYSE MKT. 105

The NASDAQ.. 106

The NASDAQ Global Select Market 106

The NASDAQ Global Market 107

The NASDAQ Capital Market 107

The Toronto Stock Exchange. 108

Delisting from an Exchange. 109

The Over the Counter Bulletin Board. 110

The Pink Sheets. 110

Chapter 13 - Share Management. 112

Float Management 112

Activities to Increase the Float 112

Activities to Delay Stock Sales. 113

The Direct Stock Purchase Plan. 113

The Employee Stock Purchase Plan. 114

Dividend Reinvestment Plans. 114

Stock Splits. 114

Dividend Payments. 115

The Stock Buyback Option. 116

The Stock Repurchase Safe Harbor Provision. 117

Odd Lot Shareholders. 118

Treatment of Abandoned Property. 119

Chapter 14 - SEC Filings. 122

The Income Statement 122

The Balance Sheet 125

The Statement of Cash Flows. 128

The Direct Method. 129

The Indirect Method. 131

The Statement of Retained Earnings. 133

The Form 10-Q.. 134

The Form 10-K. 135

The Form 8-K. 137

Forms 3, 4, and 5. 139

The Disclosure of Non-GAAP Information. 140

Applicable Federal Regulations. 141

Chapter 15 - Annual Meeting Planning and Voting. 144

Registered and Beneficial Shareholders. 144

The Annual Shareholder Meeting. 145

The Electronic Shareholder Meeting. 147

The Shareholder Voting Process. 148

The Notice and Access Rule. 150

The Householding Concept 150

NYSE Rule 452. 151

Chapter 16 - The Initial Public Offering. 154

Reasons for and Against an IPO.. 154

The Initial Public Offering. 155

The Reverse Merger 158

Blue Sky Laws. 159

The Role of Investor Relations in an IPO.. 160

Chapter 17 - The Sale of Restricted Stock. 164

Restricted and Unrestricted Stock. 164

The Accredited Investor 164

Regulation D Stock Sales. 165

Regulation A Stock Sales. 166

Crowdfunding Stock Sales. 167

Rule 144 Stock Sales. 169

Chapter 18 - The Road Show.. 172

The Fund Raising Road Show.. 172

Road Show Routing. 172

The Presentation Team.. 172

Presentation Format 173

The Non-Deal Road Show.. 174

Road Show Timing. 174

Road Show Routing. 174

Sell Side Participation. 175

The Presentation Team.. 175

Road Show Attendees. 175

Presentation Format 176

Presentation Follow Up. 176

The Reverse Road Show.. 177

The Presentation. 177

Road Show Preparation. 179

Road Show Logistics and Other Meeting Issues. 180

Road Show Boredom.. 182

Chapter 19 - Third Party Investor Relations Services. 184

The Investor Relations Consultant 184

The Stock Transfer Agent 186

The Proxy Solicitor 187

Annual Meeting Voting. 187

The Company-Paid Researcher 187

The Public Relations Firm.. 188

Press Release Distribution Services. 188

NOBO Reporting. 189

Coordination of Third Party Services. 189

The National Investor Relations Institute. 190

Chapter 20 - Share Performance Measurements. 192

Overview of Share Performance Measurements. 192

Price / Earnings Ratio. 193

Capitalization Rate. 194

Total Shareholder Return. 194

Market Value Added. 195

Payout Ratio. 196

Market to Book Ratio. 197

Insider Buy/Sell Ratio. 197

Options and Warrants to Common Stock Ratio. 199

Short Interest Ratio. 200

Institutional Holdings Ratio. 200

Management of Performance Measurements. 201

Answers to Chapter Questions. 204

Glossary. 218

Index. 224

 

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