INDEX. 401(k) plans, 51

Transcription

1 INDEX 401(k) plans, 51 active investing, 20 advertising, 41, 68, 177, 179, 189, 194 auction market, audit committees board of directors and, 90 91, 161 independent auditors and, members of, sample Directors document for, auditing fees, 166 independent auditors, 158, 166, 176, 219 IR department and, 176 materiality and, 115 SEC filings and, 160 SOX and, Automatic Search and Match System (ASAM), 121 balance sheets, BATS (Better Alternative Trading Systems), benchmarks, active investing, 20 passive investing, Bernstein, Peter L., 15 16, 66 best execution rule, 31 blanket statements, avoiding, 124 board of directors leadership experience for members, members of audit committee, overview, war story, 93 bonuses, 95 96, 147 bribes, 46 broadcast monitoring, 194 buy side, aggressive and expensive investment style, costs of managing a microcap portfolio, delegating research, 64 growth investors, investment disciplines, microcap investment managers, 66 67

2 INVESTOR RELATIONS FOR THE EMERGING COMPANY buy side Continued profit challenge for microcap investment managers, selling to microcap funds, 61 BYX exchange, BZX exchange, capital asset pricing model (CAPM), cash flow statements, 165 cockroach signal, 77 Cole, Benjamin Mark, communication, with brokers following up with, 51 telephone, web-based, company stock, owning, balance sheet, free cash flow, 69 growth in revenues, 68 operating margins, compensation annual bonuses, base salary, overview, stock options, war story, 99 warnings regarding, conference calls conducting, follow-up, 208 overview, scheduling, 207 consensus risk cockroach signal, 77 forecasting game, herding, independent investment managers, 81 KYMS, signaling model of investor behavior, convertible bonds, corporate finance convertible bonds, getting distribution beyond, 193 need for deliberation, overview, toxic deals, 107 war story, warrants, crossing the wire, 193 deliberation, distribution of news releases NASD and, 190 overview, your main constituents, wire services, 191 Dodd-Frank Wall Street Reform Act, 114, Eccles, Robert G., 126 economic news, efficient market hypothesis (EMH), electronic communication networks (ECNs), 29 ESOP, 51 executive summaries, expenses, reporting, 164 Financial Accounting Standards Board (FASB), 96, 98, 115 financial filing requirements, financial reporting accounting for stock options, 166 audit committee charter, audit fees, 166 balance sheet, expenses, 164 income statement, management discussion and analysis, overview, 162 revenues, statement of cash flows,

3 INDEX firm quote rule, 31 fraud, 78, 93, 114, 157, 217, 221 governance board of directors, compensation practices, corporate finance, M&A considerations, overview, growth investors, 22 23, herding, Herz, Robert, 126 income statements, independent auditors, independent brokers, 48 individual investors direct approach, overview, retail brokers and, insider trading, family/friends and, insiders, defined, rules 10b-5 1 and 10b-5 2, institutional investment listing your company, 56 overview, sell side, Internal Revenue Service (IRS), 30, 164 Internet appropriate response/action with insurgents, 218 Internet insurgents, 216 misinformation, overview, restrictions on employees, 220 SEC protection, 217 Web surveillance, investing active, 20 growth investors, passive, styles of, value investors, investment managers independent, 81 local institutional, technicians, 82 investor relations (IR) programs conference calls and, developing investment thesis, Dodd-Frank and, 139 importance, 12, 162 IR department activities, keeping everyone on the same page, 177 local institutional investment managers and, 81 measuring effectiveness of, megafirms and, 47 microcap funds and, 61, 64, 67 monitoring effectiveness of IR activities, 181 planning and, 187 press kits and, 196 qualifications for IR department head, retail brokers and, tracking your stock, 182 web-based services and, 50 wire services and, IPOs, 11, 103, 158 Keegan, Mary, 126 KYMS (keep your mouth shut), 79 81, 206 labels, 145 liquidity, 23, 28, 30, 32, 34, 36, 45, 52, 56, 62, 107, 165, 226 listing your company, local and regional media,

4 INVESTOR RELATIONS FOR THE EMERGING COMPANY marketing, 41, 61, 65, 178 Markowitz, Harry, 17 materiality, meetings with investment professionals brokers, 210 investment managers and analysts, megafirms, mergers and acquisitions (M&A) governance and, , microcap funds and, microcap funds balance sheet, 70 brokers, conference calls and, 206 costs of managing a microcap portfolio, financial reporting and, 162 fraud and, 217 free cash flow, 69 growth investors and, 22, herding and, 77 independent investment managers, 81 investment style, 21 M&A and, 147 microcap investment managers, NASD and, 31 profit challenge for, return premiums, 226 selling to, 61 stock options and, 98 NASDAQ OMX listing requirements for NASDAQ Capital Market, market makers, 34 NASDAQ Global Market, 32 NASDAQ Global Select Market, 32 overview, National Investor Relations Institute (NIRI), 162 negotiated market OTCBB and, overview, New York Stock Exchange (NYSE), 28, 35, 167 news releases, best practices distribution, materiality, overview, preparation of news releases, press kit, suggested format for executive summary, suggested format for news releases, 189 tracking the news, wire service, over-the-counter markets bulletin board (OTCBB), 29 32, 56 passive investing, pensions, 20, 80 81, 100, 150 Phillips, David M.H., 126 Pied Pipers of Wall Street, The (Cole), 44 presentations and road shows clear statement of what company does, 209 effective slides, overview, press kits avoiding jargon, 210 executive summary, fact sheet, 197 overview, price to earnings (P/E) ratio, 67, 180 Private Securities Litigation Reform Act of 1995, 123, 130 proxy access, proxy process, 129 Public Company Accounting Oversight Board (PACOB),

5 INDEX public relations, 109, pump-and-dump, qualifying words, avoiding, 125 regional brokers, Regulation FD challenges of, cockroach signal and, 77 conference calls and, disclosure and, , 206 Dodd-Frank and, forecasting and, governance and, 114 insider trading and, 120 overview, PR and, 195 practices and procedures regarding, 118 SOX and, stipulations, 117 wire services and, 191 see also Securities and Exchange Commission retail brokers best prospects, communicating with, illegal activities and, independent, 48 making cuts, megafirm, 47 microcap, overview, regional, research, targeting best, worst prospects, 44 retirement programs, 51, 56 return premiums, 98, 226 revenues accounting and, 80 auditing and, 161 bonuses and, 96 FASB and, growth, 68 IR programs and, operating margins, reporting, risk and return CAPM and, EMH and, overview, systematic vs. unsystematic, 17 see also consensus risk rules 10b-5 1 and 10b-5 2, safe harbor provisions, Sarbanes-Oxley Act (SOX) Dodd-Frank Wall Street Reform Act and, 138, 140 overview, in perspective, 138 recent developments affecting, 9 10 section 404, 137 stipulations for executive and managers, 137 section 404, SOX, 137 Securities and Exchange Commission (SEC) audit committee and, 161 audit committee charter, bribes and, 46 compliance with, conference calls and, 207 financial filing requirements, financial reporting and, 127, governance and, independent auditors and, insider trading and, Internet and, IR department and, 176 materiality and, , NASD and, 29 news releases and, organizational chart of,

6 INVESTOR RELATIONS FOR THE EMERGING COMPANY Securities and Exchange Commission Continued OTCBB and, 30 overview, proxy process and, 129 public disclosure and, 114 Regulation FD and, 76, , 120, 206 requirements for filings, 160 sample safe harbor statements and, SOX and, 137 Securities Exchange Act of 1934, 114, 120, 131 securities market BATS, liquidity and, 36 NASDAQ OMX, negotiated market, overview, stock exchanges, sell side dilemma facing, research, separate documents, referring to, shareholder activists and corporate governance capital structure, conclusions, executive compensation practices, 147 M&A issues, qualifications of board members, sustainable investing, Sharpe, William F., 17 social activists and corporate governance, 145, Standard & Poor s (S&P), 19 stock options, 96 99, 103, stock warrants, sustainable investing, systematic risk, 17 TD Ameritrade, 9 toxic deals, 107 unsystematic risk, 17 value investors, web chat rooms, 46 wire services advantages to, availability, 193 crossing the wire, 193 distribution arrangements, overview, 191 working with,