SEC Cracks Down on Naked Shorting

The Securities and Exchange Commission issued three rules today to strengthen investor protections against “naked” short selling. The rules take effect at 12:01 a.m. on Thursday, September 18.
 
A short sale occurs when a short seller essentially borrows a stock and sells it with the understanding that the loan must be repaid by buying the stock in the market at a later date and hopefully at a lower price.
 
Naked short selling is the practice of selling a stock short without first borrowing the shares or ensuring that the shares can be borrowed as is done in a conventional short sale.

 

PondelWilkinson, investor@pondel.com
 
 

The Right Stuff

NIRI (the National Investor Relations Institute) recently reviewed the investor relations Web sites of the 100 largest publicly traded companies in an effort to develop a set of best-in-class practices.  The results were presented in a comprehensive Executive Alert distributed to members.
 
Some highlights to keep in mind when reviewing or building your own IR site:
 

  • Provide direct contact information for the IR team (include both internal and external contacts).
  • Use common names for standard pieces of information to make them more easily identifiable to users.
  • Don’t burry important company messages in your FAQ.  Create separate sections for key information such as shareholder services.
  • Avoid having the site launch new windows as a way of accessing content or functionality.

 
Additionally, certain core elements were found among the Web sites that were reviewed:
 

  • 92% contained earnings press releases;
  • 92% contained stock quotes/charts;
  • 89% provided transfer agent information;
  • 87% offered webcasts;
  • 82% offered e-mail alerts;
  • 80% gave dividend information;
  • 77% included a historical stock price lookup feature and a history of stock splits; and
  • 62% included an investment calculator.

 
If you haven’t looked at the content on your investor relations Web site recently, now is a good time for a check-up.  As we reported here on August 5, 2008, the SEC recently released new interpretive guidance that could give companies the ability to use their Web sites as an appropriate full disclosure outlet.  The more up-to-date and feature rich your site, the better chance you’ll have of meeting the SEC’s Web site disclosure guidelines.

 

— Laurie Berman, Senior Vice President, lberman@pondel.com
 
 

A Good IDEA?

Today, the Securities and Exchange Commission unveiled the successor to the agency’s EDGAR filing database, called IDEA (Interactive Data Electronic Applications).  The 1980s-era EDGAR database is being replaced by a Web-based system that the SEC says should give investors better and more up-to-date financial disclosure in a new, easy-to-use format.  The move to IDEA follows several SEC discussions about the mandatory use of XBRL in public company filings.
 
According to the Washington Post, while advocates believe public companies will benefit through increased filing automation, others point out that public companies will have to face the burden of transition and implementation costs.
 
Although we may face some growing pains as IDEA and XBRL become reality, transparency and access to better information benefit all constituencies over the long-run.
 
The SEC plans to run IDEA and EDGAR concurrently over the next several years, after which EDGAR will come an archive for older filings.

 

Laurie Berman, Senior Vice President, lberman@pondel.com
 
 

the great mIgRation

IR folks come from all walks of life.  From CPAs to CFAs to MVPs, IROs come in all different shapes and sizes.  It appears the most recent IRO migration derives from the sell side.  Bedraggled by long hours and marketing trips, sell side folks are finding their way to IR like divining rods in search of a water source. With beads of sweat building up on their brow, they seek solace in the halcyon world of IR.
 
The question is whether they are merely seeking a mirage or a practical career change.  Quite frankly, I don’t know.  But what I do know is that the more diversified an IR agency’s skill set, the better off the agency is in facilitating clients’ needs.
 
To encourage diversification in our field, the following is a top ten list of occupations that I believe serve as the most appropriate preludes prior to joining an IR firm or serving as an internal IRO.
 

10. Psychic

9.  Linebacker

8.  Buoy

7. Anchor

6. Quantum Theorist

5.  Existentialist

4.  Lion Tamer

3.  Anesthesiologist

2.  Masseuse

1.  The little stuffed rabbit that dogs chase at the track

 

Evan Pondel, Vice President, epondel@pondel.com
 
 

WPM

Executive bios are a dime a dozen. Like instant cake mix, you add a couple of ingredients, some water, and stir until the lumps (or time lapses between jobs) fade into a silky smooth consistency. But I recently stumbled upon an ingredient I haven’t seen for a long time called “WPM.”
 
No, I’m not talking about weapons of plausible meaningless. I’m talking about words per minute. When was the last time you saw a resume with “50+ WPM” listed as a special skill? I reckon it’s been a long time.
 
I’m pretty sure that most corporate executives can type at a clip of at least 50+ WPM. But does it really matter? Should the C-suite disclose special skills like WPM in their bios? Perhaps, but only if they’re typing at Guinness-book levels.
&Nbsp;
I do think it’s OK to disclose interesting factoids.  For example, if a CEO plays cello, has a knack for fine art, or is a connoisseur of kishke, I say go ahead, add a little color to perk up those staid, old bios. But WPM is a different story. Unless you’re measuring the Width of your Profit Margins.

 

Evan Pondel, Senior Associate, epondel@pondel.com
 
 

PondelWilkinson Turns 40

Firm Spreads Insight with Formal Launch of Blog
 
In 1968, when Mel Rifkind launched his then eponymous specialty public relations firm on April fool’s day, some of his friends looked askance.
 
Mel may have been a bit nervous that day, but he was no fool. He opened his doors in a small office on mid-Wilshire, with a goal of building a firm that would stick to several guiding principles:  operate with the highest degree of integrity; provide thoughtful counsel; hire smart people; take on quality clients slowly and selectively; and always deliver results—guidelines that the firm continues steadfastly to follow today.
 
More than half of the current staff, including Principals Roger Pondel and Rob Whetstone, were students when Mel founded the company—Roger was in high school, Rob was finishing kindergarten. The other half were either in diapers or not yet born. One of Mel’s first clients, Bell Industries, is still active with us today.
 
In commemoration of the firm’s anniversary, we are launching pwinsight.com, our new blog that will focus on items of relevance for those who are employed by, and advise, publicly traded companies. We hope you find some of the items useful in the months to come and that you will click on the Subscribe button to automatically receive new postings.
 
To all of our clients and friends, thank you.  We deeply appreciate your business, are grateful for your friendship and support, and will continue to work diligently to maintain your loyalty and trust.

 

Roger Pondel and the entire team at PondelWilkinson
 
 

Know Your NAICS/SIC Code

You may not be aware that in 1997, the North American Industry Classification System (NAICS) was adopted as the standard for classifying business establishments.  Developed jointly by the United States, Canada, and Mexico, NAICS provides new comparability in statistics about business activity across North America.  NAICS replaced the old Standard Industrial Classification (SIC) system.
 
Each company’s code is determined by that company’s primary business activity – the one that generates the most revenue for the company.  This code is then used by various government agencies to collect, tabulate, analyze, and disseminate statistical data describing the economy of the United States. Generally, a company’s code is derived from information that the company has provided on administrative, survey or census reports.
 
This methodology can be somewhat challenging if your business model and revenue generating activities change, as your company will likely continue to be classified according to old data provided to the Census Bureau.
 
While there is currently no official procedure for having a company’s SIC or NAICS code changed, if you strongly disagree with your company’s classification, you can contact the agency that has assigned your code.  Various government agencies maintain their own lists of business establishments and assign classification codes based on their own programmatic needs.

 

Laurie Berman, Senior Vice President, lberman@pondel.com
 
 

Do Retail Investors Matter?

A recent survey by Thomson Financial noted that only 18% of 102 investor relations officers (IROs) surveyed actively court individual investors and that less than 25% had plans to begin doing so in the near future. In a report on the survey, IR Magazine, noted that while some IROs believe individual investors can add to the stability and diversity of their company’s investor base, many do not think the effort is worth it, citing the tribulations of dealing with mom-and-pop investors who might panic with downward price movements, bombard companies with questions and increase the risk of securities class actions.
 
However, for a public company that is largely held by institutions, increasing the retail base might not be a bad idea. Increasingly, large institutions and mutual funds are becoming activist in nature and many are opposing proxy initiatives. The National Association of Investors Corporation (NAIC) notes the following characteristics of retail investors:
 

  • On average, NAIC’s 119,000 members hold a stock for at least four years (that is much, much longer than the average institution holds a stock).
     

  • The combined portfolio value of NAIC members is $70 billion.
     

  • Cumulatively, NAIC members invest approximately $75 million of new capital per month.

 
So, if you’re an IRO looking for a way to bring new interest into the stock, it might be worth investigating some of the retail-oriented investor communications programs that are available to help you reach this powerful group of long-term investors.

 

Laurie Berman, Senior Vice President, lberman@pondel.com