No Shut-down for Activism

While activist activity was down a bit in the first quarter of 2020, compared with last year’s first quarter, according to Activist Insight’s “Shareholder Activism in Q1 2020” report, there were still plenty of shareholder demands made of public companies.

By sector, industrials was the largest group impacted by activism, followed by financial services and consumer cyclicals. Large cap companies were the most affected, with U.S.-based companies making up 70 percent of those subjected to activist demands.

Shareholder demands are still being made of public companies, according to Activist Insight’s “Shareholder Activism in Q1 2020” report.

Lazard’s 1Q 2020 activism review shows that the number of targeted companies in the first quarter of this year was roughly the same as in last year’s first quarter. On the other hand, Reuters, reporting on the Lazard review, noted that while 2020 began on a strong note, with activist firms pushing for change at 42 companies in the first two months of the year, new activist campaign launches fell by 38 percent in March, when the global economic shut-down began in earnest.  Further, Reuters reported that new activist campaigns were, “launched at the slowest pace since 2013 and corporate agitators put the smallest amount of money to work since 2016.”  

Even so, there are several high-profile campaigns looming. One getting some buzz, according to Bloomberg, is Standard General’s proxy fight with Tenga, Inc., a $2 billion media company. This contest will be the first-ever all-digital board fight. With Standard General seeking four board seats, Tenga’s virtual annual meeting on April 30 will be a test for activism, both digitally and in the world of COVID-19. 

While virtual annual meetings are nothing new, counting contested votes remotely is. Bloomberg noted that Broadridge Financial Solutions Inc., which prepares, ships and counts most of the proxies for U.S. companies, doesn’t currently have a specific platform to allow for remote voting in a contested situation.  According to a Broadridge representative, the company, “lacks the technology” to count virtual votes when there are competing director slates. 

Bob Marese, president at MacKenzie Partners Inc., a proxy solicitation firm, said that it could, “be more difficult for proxy solicitors get investors to switch their votes in the lead up to the meeting because many are not in the office, nor are the bankers or brokers they may need to change their vote.” Other potential pitfalls include the inability for shareholders to ask tough questions in a virtual meeting setting. According to the Financial Times (as reported by IR Magazine), investors have become concerned that virtual annual meetings could “shift the balance of power” away from shareholders, as companies have greater control over managing Q&A sessions virtually.

What does the future hold for activist activity? Since many companies have curtailed stock buyback activity in light of the COVID-19 crisis, Lazard believes that activists pressing for return of capital through buybacks will not be a focus. 

Jim Rossman, the head of shareholder advisory at Lazard, believes that, “lower M&A activity and companies focused on conserving cash will mean that activists are likely to increase their focus on operational performance and how management teams react to the crisis as the basis for new campaigns.” He went on to say that activists will likely want to avoid looking overly aggressive during the pandemic as to not offend other investors, “whose help they might need in pushing their case later.” 

Chris Young, managing director and global head of contested situations at Jefferies, also believes overly aggressive activists could face media backlash for seemingly profiting off the pandemic. Young further believes that, “having lived through the prior period of sky-high market volatility, we expect there will be a decline in activist campaigns in the near-term. Once volatility subsides and corporate valuations reset at new normal levels, however, we expect activists could have enough time to initiate new campaigns, including submitting director nominations for proxy season 2021.”

While COVID-19 may be changing the activist landscape in the near-term, the same best practices apply to help make sure your company is ready in the event of aggressive shareholder demands. Analyze your shareholder base and stay in-the-know about changes in ownership, especially during a period of extreme volatility when activists can build positions more cheaply; be open to proactively engaging with investors, even while you hunker down to focus on the impact of the current health crisis and economic downturn; and, think about adopting a “poison pill,” or at least having one at the ready. 

Laurie Berman, lberman@pondel.com

Wash Your Hands and Don’t Panic!

If history has taught us anything, it’s that we should learn from it.

Since the outbreak of coronavirus disease (COVID-19), financial markets continue to be rattled, as the U.S. and other global economies desperately try to respond to the pandemic.

Cases of COVID-19 also are being reported in a growing number of countries internationally, including the United States.

Global travel, entertainment, sporting events and conferences all are being cancelled in an effort to curtail the spread of the pathogen, while companies reevaluate revenue projections and earnings guidance due to the current “business slowdown.”

Some good news, however. Congress approved $8.3B in emergency spending to fight the virus, plus the Fed lowered interest rates and has begun to flood the market with liquidity. And there’s now talk about a payroll tax cut. While these fixes are helpful in the long run, what can a business or organization do right now?

It’s important to realize that pathogen outbreaks are not new. Many more serious than COVID-19. What makes this epidemic seem worse, at least economically, perhaps is because we are more than ever linked to a global economy, and there is more we don’t know about the coronavirus than we actually do.

All this puts enormous pressure on business organizations to properly communicate to stakeholders, from employees to customers to shareholders, among other key audiences. Saying the wrong thing or not saying enough can be detrimental to the bottom line.

Establishing a crisis communications plan is vital to help navigate the fallout of COVID-19. It’s probably best to do it A.S.A.P. In the interim, here are three simple actions to follow:

Foster calm. Without sounding too glib, keep clam. Create a plan on how your organization is working to circumvent the spread of the coronavirus internally and externally. Follow guidelines from the CDC or WHO, and if applicable, bring in a health expert.

Communicate. Let employees know your organizational response. Transparency is key. Also, follow up with customers, partners, and other key audiences, as applicable. If publicly traded, it’s important to assess material risk, or even lack thereof, which may require special communications.

Anticipate. Address any worst case scenarios and formulate responses, both from tactical and communications perspectives. Keep in mind this is an internal exercise and not meant for public dissemination.

While the above-mentioned tips aren’t a replacement for a professional crisis communications plan, they can help organizations better prepare for the inevitable regarding COVID-19, which to many, may occur sooner than we think.

George Medici, gmedici@pondel.com

If …

Do you remember any of your elementary school teachers? Think back for a moment if any remain in your memory.

My kindergarten teacher at Bateman Elementary School, on the north side of Chicago, was Mrs. Hart. I only remember her because it was kindergarten, and she was my first teacher. No one went to pre-school in those days.

The next teacher I remember was Mrs. Castle, third grade, at Laurel Elementary School, in the heart of the borscht belt, near Melrose and Fairfax, in Los Angeles. I only recall her name because we just moved to LA, mid-semester, and I was the new kid in class. She was nice to me, even though I was a little behind in my knowledge of cursive.

Then we moved again when I was in the sixth grade, also mid-semester, and again I was the new kid in class at Lankershim Elementary School in North Hollywood. Not easy when you are painfully shy and eleven years old. But this teacher, Irv Sherins, was different.

Mr. Sherins paid lots of attention to me. He even assigned one of the kids, Dennis Gass, to be my buddy and show me around the school. (Dennis and I remained friends through high school. He enlisted in the Army right after graduation and died in Vietnam.)

You might be wondering what my memory of Irv Sherins has to do with investor relations and strategic public relations, which, after all, is what this blog is supposed to be about.

I so vividly remember Mr. Sherins – not because he treated me well and made me feel comfortable as the new kid in class – but because of a two-letter word he wrote on a corner of the blackboard, that was never erased. It was a word that has relevancy for our clients, our staff and corporate executives, among others, everywhere: The word is “If…”

Between today’s political stress, the coronavirus, and yes, the steep stock market decline, impacting valuations and business conditions worldwide, the meaning of that one small word written by Mr. Sherins more than 50 years ago, and never erased, can help all of us now. It was the first word and title of a famous Rudyard Kipling poem circa 1895. It’s interpretation by Mr. Sherins:

If you can keep your head while others around you are not…

Roger Pondel, rpondel@pondel.com

The Danger of High Flying Startups

WeWork, once a darling of Wall Street, even before its planned IPO, has been in the news a lot…and not because its stock price is flying high after going public.

In fact, as those in the investment community well know, WeWork recently pulled its IPO amidst investor doubts about the company’s valuation and concerns about corporate governance, according to the Wall Street Journal.

A follow-up WSJ story covered the incredible downfall of the company and its CEO, who has since been relieved of his duties, removing him from the company he started in 2010. According to an editorial in The Washington Post, “This might be the most spectacular implosion of a business in U.S. history. Other failures were bigger, in mere dollars. But WeWork has to be the most literally incredible. Profanity seems somehow inadequate. It’s just . . . holy wow.”

This spectacular implosion points to WeWork’s former CEO, Adam Neumann, whom The Atlantic called the “Most Talented Grifter of Our Time.” That’s saying a lot, given the downfall of Theranos due to its founder, Elizabeth Holmes, and the billions stolen by Bernie Madoff, pyramid schemer extraordinaire.

Looking at some of Neumann’s actions, it seems like the writing was on the wall.

For example, during a courting process by Nasdaq and the New York Stock Exchange, Neumann was said to have asked if the exchanges would ban meat or single-use plastic products in their cafeterias. A noble thought for sure, but one has to wonder what kind of power Neumann thought he could wield. While working on the company’s S-1 in preparation for the IPO, Neumann’s wife, also WeWork’s chief brand officer, insisted it be printed on recycled paper, but rejected early printings as not being up to snuff. This set the process back by days, because the original printer refused to work with them anymore. Earlier in his history, Neumann is reported to have claimed that he wanted to become “leader of the world, amassing more than $1 trillion in wealth.” While a successful CEO needs to have a healthy ego, these vignettes point to someone whose ego passed healthy, all the way to downright irrational.

SoftBank Group eventually bailed WeWork out through a $10 billion+ takeover, which, according to Reuters, gave Neumann a $1.7 billion payoff. That’s a lot more than the company’s currently estimated $8 billion valuation, but not even close to the $47 billion valuation it supposedly held in January.

Can the WeWork story provide insight for future start-ups and for venture capitalists who fund them?

For one, the financials, operations and inner workings of a company matter. When a high-profile unicorn, with a tremendous pre-IPO valuation files an S-1, the details become public and scrutinized by a lot of very smart investors. If a company is not on solid ground, with a strategic plan that can be effectively implemented, it’s probably not ready to go public. Additionally, when a CEO of a high-profile unicorn, with a tremendous pre-IPO valuation has delusions of grandeur, it’s probably not a great idea to back him or her, unless they have proven their worth.

While there’s no cookie cutter mold for determining which companies and CEOs will ultimately be successful, quality should be the rule, among many other warning signs that should be heeded.

Laurie Berman, lberman@pondel.com

Fax me! No really, Fax me!

Believe it or not, “faxing” is as prevalent today as it was during its heyday of the 80s and 90s.

Financial services, healthcare, government and manufacturing industries still rely on fax technology, mostly because of security and regulatory reasons.

For many corporate communications veterans, the fax machine used to be a lifesaver. No more sending press releases via snail mail.

While cloud-based fax services have advanced the standalone fax machine, the basic principle of sending information between two dedicated points remains the same.

The same goes for corporate communications. Social media, cable and other innovations have transformed how we communicate, but what we say is still paramount.

Consider these vital communications imperatives still relevant today:

  • Make the story interesting. Whether targeting Wall Street or Main Street, the narrative needs to be noteworthy. Not every company or organization will be doing super exciting work. Leverage a unique characteristic to help cut through the media clutter.
  • Know thy audience. Rule number one when it comes to communications. Deeply understand the various stakeholders within a company or brand’s ecosystem.
  • Communicate clearly. Keep it simple and refrain from too much jargon and industry buzz words. Sometimes the use of technical terminology is required, but it’s important to explain in layman’s terms.
  • Stay on message. Keep it tight. Generally, too many action items or message points can confuse an audience.
    Spell check. Apparently good grammar and correct spelling seem to have been forgotten, particularly when communicating on social media. Review before sending. Period.

The communications industry will continue to undergo technological innovations that will alter the way Information is conveyed. But whether spoken or written, communicating effectively is a priority that should never change.

— George Medici, gmedici@pondel.com

Benefitting from a Small Thought

I’m not generally a fan of motivational speakers and their messages. While such speakers are usually talented and entertaining orators, try the next day to remember what they said, and… umm, it’s usually impossible.

Recently, I heard one of these guys speak. He left the audience mesmerized with his oratory skills. But more importantly, he gave everyone one small, easy-to-remember thought as a take-away. I heard this fellow speak at a two-day meeting for the senior staff of one of our client companies, about 60 people in total. It is an annual event meant to build internal kinship and foster collegial bonding, as well as a time when the management team presents lessons they learned during the past year, along with business updates.

Sprinkled in between the corporate presentations at this year’s meeting, the speaker’s first words were “I am not a motivational speaker.” But he was.

He has published a book, but I refuse to mention it here, since this blog is not a promotional vehicle. I am not even going to mention the speaker’s name for the same reason. But before I divulge the thought he aptly imparted, which is really more of a motivational metaphor, you should know that the speaker assured the audience that by putting it into everyday practice, you can achieve results that “are beyond your wildest expectations.” That’s a pretty wild exclamation, but, of course, one must take into consideration that motivational speakers are known for using hyperbole.

He said that all you need to do is write the number 211 on a piece of paper, place it prominently on your desk, and then remember – metaphorically speaking – what it stands for. Huh?

You are probably scratching your head at this point, having invested the past minute reading this blog, and not having the foggiest idea why you are continuing to do so, or where this is heading. So here it is, direct from the book: “At 211 degrees, water is hot. At 212 degrees, just one degree more, water boils. With boiling water comes steam. And with steam, you can power a train.”

The point is that going the extra mile, pushing just a little harder in every task, can make a tremendous difference. One small extra degree can produce exponential results: 211 to 212. We follow that metaphor at PondelWilkinson. It helps us perform beyond our clients’ expectations, and it really works.

— Roger Pondel, rpondel@pondel.com

Socially Responsible Investor Relations

Companies are often encouraged to disclose their do-gooder ways when it comes to environmental, social and governance principles, known as ESG. After all, an increasing number of investors are basing their investments on these traits. More than a quarter of the $88 trillion assets under management globally are invested based on ESG policies, according to a McKinsey & Co. study. So why aren’t investor relations professionals held to similar standards? IR folks must confront ethical issues daily.

We are often conduits to investors making significant decisions that have implications for people’s retirement or college tuition savings, and yet there isn’t a governing body (except for the SEC in extreme cases) that consistently assesses the way IROs handle their business. For example, how often do IROs tout financial results when the results actually suck? Obfuscating the truth does no one any favors.

To get the conversation going on what principles should apply to IROs from an ESG perspective, following is an attempt to construct the beginnings of a manifesto for socially responsible IR:

Put management teams in front of the right investors. We’re all busy and stressed out trying to please our bosses. Don’t let lack of genuine investor interest lead you down the path of quick-fix meetings with toxic money.

Don’t bury the lead. If financial results are bad, do not wait until 10 paragraphs later to discuss why in a news release.

Call investors back in 24 hours. Who you gonna call? Your investors. Yes, they are important no matter how big or how small. Never let too much time pass before calling them back.

Think about what’s in the best interest of shareholders when advising management. Simple rule to follow but difficult to implement when agendas conflict.

Attend investor conferences strategically. Management teams should only attend investor conferences if they serve to enhance exposure among an important group of investors. Do not attend conferences if the schedule is anemic.

Provide guidance that is realistic. Guidance can be a very slippery slope. An honest assessment of what the company can achieve will enhance credibility.

Do not underestimate the power of social media. One word: Tesla.

Rely on your colleagues to tell a company’s story. From CFOs to CMOs, your colleagues can help you craft a compelling narrative. Monologues are boring. Breathe life into a story with different voices.

Announce news that’s really news. Or else it’s just noise.

Speak up. IROs are often privy to conversations that may have dire consequences for the company and its shareholders. Never withhold information from people who can help rectify an issue.

— Evan Pondel, epondel@pondel.com

Taking America’s Pulse Online

The Pew Research Center recently announced it would be conducting the majority of its U.S. polling online, much like most other public opinion surveys these days.

Until recently, phone-based surveys were the de facto standard for opinion polls. According to Pew’s own research, the number of surveys conducted over the Internet “have increased dramatically in the last 10 years,” driven by available technology and lower costs.

What shifting to online polling means for our long-term phone survey trends | Pew Research Center

The paradox is that people respond to online and phone polls differently. Pew calls this the mode effect, when responses to some of the same questions are different depending on the interview format.

For Pew, switching to online polling after years of telephone surveys will have an impact on quantifying historical data. This also may influence how media report on the center’s year-over-year trends.

Online polling methodologies may be shaping a new generation of survey taking. The good news is that trusted pollsters are transparent about these approaches.

And when it comes to the pros and cons of online vs. telephone surveys, a simple Web search will yield myriad results, including observations from Pew, as well as in Forbes.

Most polling firms and universities use a combination of online and telephone survey methods. It’s essential, however, that online surveys produce statistically accurate data, especially when the results are used by media.   

To help ensure reporting accuracy, the National Council on Public Polls published a list of 20 questions a journalist should ask about poll results. The irony is that reporters don’t have time to review questions because of today’s ultra-competitive “real-time” news environment. 

General consensus says polls serve a greater good helping define public opinion on everything from brands to policy. Media love surveys too. So much so that The Hill launched “What America’s Thinking,” a Web TV show that focuses on the latest news about public opinion.

As storytellers, we rely on accurate trends to help shape different narratives on behalf of our clients, whether that data is derived from the Web or via telephone.

— George Medici, gmedici@pondel.com

Thoughts on Board Diversity

Board diversity has been in the news for quite some time, but more recently, California became the first state to mandate that publicly traded companies headquartered in the state name women to their boards. Countries outside the U.S. have enacted similar laws. 

The new law stipulates that companies with at least five directors will need to have at least one female member by the end of this year, and two or three female members, depending on the size of the board, by 2021. According to the Wall Street Journal, the mandate in California could accelerate boardroom diversification across the country. 

But does diversity really matter? 

As noted in Forbes by professor Katherine W. Phillips from the Kellogg School of Management, diversity can result in better decisions. She explained that diversity “often comes with more cognitive processing and more exchange of information and more perceptions of conflict,” which she believes can spur new idea generation and creative solutions. 

Lisa Wardell, president and chief executive officer of Adtalem Global Education, wrote in Corporate Board Member that “board composition sends a powerful signal to current and future workforces about an organization’s commitment to equality of opportunity. It also signifies a commitment to performance, since studies show clearly the benefits of a diverse workplace.  McKinsey & Company found companies with strong gender diversity among their executives were 21 percent more likely to outperform on profitability compared with peers.”

Mike Myatt, chairman of N2Growth, recently offered a top-10 list in favor of diversity. You can read it here

Last year, Elizabeth Warren, a current U.S. senator and 2020 presidential candidate, introduced a bill called the Accountable Capitalism Act, that, among other things, would require that workers at companies generating more than $1 billion in revenue directly elect 40 percent of a company’s board of directors. This seems, to me, a bit more controversial than the new California mandate. In fact, when conducting research for this blog, I couldn’t find much in support of her proposal. Interviewed on CNBC, professor Jeffrey Miron from Harvard University said that Warren’s proposal “will create a whole set of new rules that the federal government will enforce. Those rules will not be clean, explicit or simple.  They’ll be messy, they’ll be complicated. [It will create a] huge ability for companies to evade and avoid.”

So, what are companies doing, if anything, to increase board diversity? 

A survey conducted by the National Association of Corporate Directors late last year showed that more than half of directors who responded said that their organizations have board diversity goals. Of those, 70 percent sited the need to enhance the cognitive diversity of boards, while almost half said that board diversity is a moral imperative. Barriers to diversity mentioned by 54 percent of respondents were the lack of an open board seat, while 53 percent cited finding diverse candidates that meet the board’s skill needs.

I’m as eager as the next person to see boards diversify and become more representative of current demographics and the investors they represent. But I’m also in favor of building boards with the best talent. As Myatt noted, “You’ll never hear me recommend diversity solely for the sake of checking a box, but when diversity in the boardroom offers so many benefits to the CEO (and to the entire organization) it’s nothing short of irresponsible for chief executives not to place their board composition under the microscope.”

It remains to be seen if recent efforts around board diversity will result in increased shareholder value, but it’s absolutely worth it for companies to look at their entire organizations, from top to bottom, to ensure diversity throughout its ranks. According to Wardell, “Performance comes from finding the best talent. And diversity, at its most basic level, is about increasing the pool of available talented people from which to choose.”

Laurie Berman, lberman@pondel.com

What Kermit the Frog and Microcap Companies Have in Common: It’s Not Easy…

Pity Kermit the frog when he sang, It’s Not Easy Being Green.

We all know the tune. Now try singing that tune to yourself, quietly please, but exchange Kermit’s words with: It’s not easy being microcap. Respect is so hard to come by. It’s tough to get investors to listen. And people always call you ‘too small.’

It’s not easy being a microcap company.

It was never easy being a microcap company. And It got even a little tougher in the second half 2018, when, along with the market’s tumble, BofA Merrill Lynch quietly said it would no longer trade in stocks selling for $5 or below, with market caps lower than $300 million.

We even unofficially learned that Merrill distributed talking points to its wealth managers, saying penny stocks are illiquid and can be easily manipulated for fraudulent purposes, and that the asset class is rife with companies with shaky businesses.

How sad. While such negativity and bias against microcap companies may be appropriate for some, many microcap companies have solid management teams and business models… and deserve better. Hopefully in 2019, other brokerages will not follow Merrill.

It’s always been challenging for microcap companies to command the same degree of investor interest and respect as their bigger brethren. But with help from IR professionals, there are ways not only for microcap companies to command respect, but with a little patience, to enhance value as well. Some thoughts for the new year: 

— Carefully identify and attend select microcap conferences, even though there typically are fees to pay. 

— At those conferences, weed out the investors from those who are there selling services, then cultivate relationships and communicate with them regularly. 

— Issue corporate news on a regular basis to keep the company’s name in view, and think about conducting quarterly conference calls.

— Consider producing periodic podcasts and webinars to demonstrate industry leadership, then publicize those events. 

— Judiciously use social media, paying close attention to Reg FD. 

— Professionalize corporate communications, including having a great website, just like the bigger cap companies.

— Be transparent and apply sound corporate governance practices. 

— If you can get on the road occasionally and have cultivated enough investors who will take a one-on-one meeting, do so. 

— First and foremost, although last on this list, focus on profitably growing the business.

Roger Pondel, rpondel@pondel.com