Hello 2016

We’re excited to usher in 2016 and looking forward to keeping you informed on this blog about all things relevant to investor relations, strategic public relations and Julia Child’s secret recipes.  Now that your ears are perked, following are a couple of interesting tidbits from PondelWilkinson.

  • Evan Pondel recently wrote the cover story for IRupdate magazine on how to think like an activist.   He interviewed Chris Kiper, founder of activist firm Legion Partners, for a rare look at his playbook.  Check out the story on page six of the issue.
  • PondelWilkinson volunteered a couple of weeks ago at Working Dreams’ Holiday Toy Event, where PW helped foster children select presents that were donated to the organization.  Following is a picture of the team.Working Dreams
  • And last but certainly not least, Roger Pondel wrote the following New Year’s resolution on transparency.

2016 Resolution: Don’t Forget the Transparency

At the risk saying, “We told you so,” 2015 proved to be a year when companies that failed to heed our mantra, Transparency Adds Value, took it on the chin.

Whether privately owned or publicly traded, in times of crisis or when all is going well, transparency always pays off…period. And the lack thereof, almost always backfires bigtime.

Probably the year’s biggest lack-of-transparency story was Volkswagen’s emission-cheating scandal that actually began more than 10 years ago, long before the news broke. I guess it’s hard to keep those kinds of secrets forever. Want to buy a VW today? How ‘bout an Audi?

In our business, people sometimes have the misimpression that it’s all about spin. (I hate that word, except when it’s part of an exercise class and done to a Latin jazz beat.)

No, it’s not about spin. It’s about journalistic fact finding, developing a communications and messaging strategy, perhaps biting some bullets a la corporate castor oil style…then telling the truth to mitigate the damage and maintain reputation.

And it’s not all about crises. Just look at what happened in 2015 to the valuations of many once-considered-hot, pre-public tech companies that lost billions in combined valuation because of lack of transparency.

Lack of transparency hurts customers, employees and investors alike. And while no one is happy to hear less than stellar corporate news, the market rewards transparency. Companies that do not practice it would do well to heed our mantra in 2016 and beyond.

Here’s to a transparent 2016 that brings peace and prosperity to all!

For The Love of Polling

think it aboutMedia love polls. Data  helps identify trends that can be turned into stories or support or debunk a particular story narrative.

Polls have become instrumental in helping shape politics. Consider the GOP debates for the 2016 presidential election. Approval ratings are determining what candidate gets national camera time and who doesn’t.

Americans love polls too, unless they are asked, “Would you like to take a brief survey?” We get to find out what is the best-tasting ice cream or coffee, what is America’s favorite color (blue by the way), and that four out of five dentists recommend Trident to their patients who chew gum.

Polling in the U.S. pretty much started in the early 19th century during Andrew Jackson’s second presidential bid when supporters conducted polls at rallies. Much has changed since then, partly because in 1932, George Gallup through a new methodology accurately predicted that his mother-in-law would win a local Iowa election for secretary of state. The rest is history.

Today we have all kinds of polls, and not just political ones. There are straw polls, opinion polls, tracking polls, exit polls, and surveys of all kinds. But can polling really influence decisions? If the majority of Americans say they would vote for a particular candidate, would that sway someone’s decisions one way or another? Many political pundits say that President Clinton was notorious for using polls, but did that comprise a desire for popularity from doing what he believed was right? Whatever the reason, he certainly was one of America’s more popular presidents as the country experienced considerable economic growth and expansion during his tenure.

Polling helps keep the media business alive, and as many PR pros can attest, helps define business stories and trends that are so vital to reporters.

There is much debate on polling in America, some even calling for banning them. General consensus, however, believe otherwise, and say that polls serve a greater good. Another important question is how accurate are polls? Most experts agree that, when done right, they are accurate, which is corroborated by modern history, including Gallup’s 1932 prediction.

One organization that is surveying the attitudes and trends shaping America and the world is the Pew Research Center. Did you know that 51 percent of people across 40 countries including the U.S. believe they already are being harmed by climate change? That number drops to 41 percent among Americans. No doubt these numbers can impact policy making decisions whatever side the climate change debate you sit on.

So, it’s probably safe to say polls are good, unless the next poll shows that they aren’t.

– George Medici, gmedici@pondel.com

Lessons from a Legend

The world has been gripped by Super Bowl mania for the last few weeks. As such, it would probably be fairly simple (and maybe even valuable) to write about the communications lessons that could be learned from Marshawn Lynch’s press conference during Media Day where he famously answered every single question (more than 30 of them) with “I’m here so I don’t get fined.

However, I recently came across a Forbes article about lessons learned from a legend of another sport …baseball great Ernie Banks, better known as “Mr. Cub,” who passed away last week. These lessons supersede football, baseball and every other sport, and can (and should) be applied to our work lives.

Enjoy What You Do: The daily pressures and stresses of our jobs as communicators can sometimes overshadow the enjoyment we get from successfully completing a project, helping a company through a painful period or learning something new. Take time to remember why you do what you do and to appreciate it.

Don’t Begrudge Others’ Success: Comparing your successes to those of others is unproductive. Celebrate in colleagues’ accomplishments and give credit where it’s due. We are all after the same end result, so regardless of how you arrive there, enjoy the victory together.

Embrace Change: This is a big one. Change can be difficult for some and generally affects all. Is your company being acquired? Did you recently lose a client? Does your CEO want to stop providing guidance to the Street when you know it’s the wrong thing to do? Whatever the change, keep an open mind, be part of the solution and use the experience in future endeavors.

Thank you Mr. Cub for your endless optimism. And thank you Geoff Loftis, the Forbes contributor who wrote the original article, for sharing these insights.

— Laurie Berman, lberman@pondel.com

SEC Enforces Insider Transaction Rules As Boards Authorize Buybacks at Brisk Pace

 

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia)

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia

Insider buying or selling of shares is one of the most emotional and telltale communications messages a public company can send.

Last week, the SEhanded out charges against 28 officers, directors and major shareholders for violating federal securities laws requiring the prompt reporting of information about transactions in company stock.  In addition, six publicly traded companies were charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies.
 
Curiously, the SEC did not say whether or not those transactions were on the buy or sell side. But this is important stuff and a subject that many investors hold sacrosanct.
 
Some funds immediately sell if they see insiders are selling for anything other than “personal” reasons, such as sending a child to college. And other investors immediately buy when they see insiders buy, believing those insiders must know something positive about the future. The same usually holds true when companies initiate buyback programs.
 
A news release issued by the SEC September 10 said information about insider buying and selling gives investors an “opportunity to evaluate whether the holdings and transactions of company insiders could be indicative of the company’s future prospects.”
 
Granted, it is important to look at much more than insider transactions when evaluating a stock’s viability. But as Peter Lynch, who is still regarded as one of the greatest and smartest investors of all time, has said on numerous occasions: “Insiders may sell their shares for any number of reasons, but they buy for only one—they think the price will rise.”
 
So while it is not necessary in this blog to name names of those violators, as the SEC’s press release did (in case you want to know), 33 of the 34 individuals and companies cited agreed to settle the charges and pay financial penalties totaling $2.6 million.
 
“Using quantitative analytics, we identified individuals and companies with especially high rates of filing deficiencies, and we are bringing these actions together to send a clear message about the importance of these filing provisions,” said Andrew J. Ceresney, director of the SEC’s Division of Enforcement, in the news release.
 
There are usually no such communications issues when public company boards authorize buyback programs. Making a public announcement, usually via news release, is often one of the key reasons such programs are launched—to make a statement that one’s stock is undervalued and we’re not going to take it anymore.
 
In fact, according to an analysis by Barclays PLC as reported in the Wall Street Journal September 16, companies are buying back their own shares these days at the fastest pace since the financial meltdown, and companies with the largest buyback programs have outperformed the broader market by 20 percent.
 
Barclays’ head of U.S. equities strategy, Jonathan Glionna, as reported in the same article, said that among the reasons why companies do stock buybacks, “one is that it seems to work; it makes stocks go up.”

– Roger Pondel, rpondel@pondel.com

 

PondelWilkinson in Los Angeles Business Journal

PondelWilkinson was recently featured in a Los Angeles Business Journal article on public companies engaging in social media and the implications for disclosure.  Click here to read the article in its entirety.  Following are takeaways:

  • Consider setting up a social media policy that permits official corporate communication to be conveyed through specified social media accounts, not personal accounts;
  • Ensure that social media communications are consistent with other public statements;
  • Determine whether disclaimers are necessary, such as forward-looking statements;
  • Identify someone who will monitor social media communications;
  • When you implement a social media policy, stick with it.

PW Participates in IR Certification Exam

First it was the CPA certification for accountants, instituted in 1917.

 

Then in 1963 came the CFA credential, administered by the CFA Institute, for finance and investment professionals, particularly in the fields of investment management and financial analysis of stocks, bonds and their derivative assets.

 

One year later, in 1964, the Public Relations Society of America, www.prsa.org, launched the APR designation as a way to recognize PR practitioners who have mastered the knowledge, skills and abilities needed to develop and deliver strategic communications.

 

Soon, investor relations professionals, courtesy of the National Investor Relations Institute (NIRI), www.niri.org, will have a test of their own. The designation has yet to be named, but development of the Body of Knowledge (BOK) is now underway, and the inaugural exam is scheduled for mid-2015.

 

The BOK is the basis for most certification exams, including the CFA. It forms the base of teachings, skills, and research in a given function, along with details on the essential competencies required of a practitioner based on a set number of years of experience.

 

It is with great honor that I am serving as an advisor to the NIRI committee preparing the first BOK for the investor relations profession.  I will be working directly with editor Ted Allen and a distinguished group of 25 investor relations professionals from throughout the nation who will write the definitive book—one that will represent every element of the requisite knowledge that will be tested in the IR certification exam.

 

It’s a big project and a tall order, especially for a profession whose practitioners require a wide range of knowledge, spanning disciplines that include finance, accounting, capital markets, news media, disclosure regulations, public relations practices and virtually all aspects of communications.

 

Canada and the UK currently have IR certification programs, and two U.S. universities—Fordham and the University of San Francisco—offer graduate degrees in investor relations.

 

While validation of competency through an exam or graduate degree may not guarantee practical success, we at PondelWilkinson are proud to have been asked to participate in this milestone endeavor for our industry.  I’ll keep you posted as the program develops, but please do not ask me for any answers to the exam—none of the BOK committee members will have access to it!

 

Roger Pondel, rpondel@pondel.com

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Does it Pay to Go Public?

IPORecently, a client pointed me in the direction of a very interesting Inc. article about the case for staying private. The author is the CEO of a privately held, family-controlled tech business, one that has name cache. He notes that being a public company is expensive and time consuming. He also believes that “the most critical benefit of staying private is the facilitation of a true focus on long-term goals.”

It’s not hard to argue that Wall Street is increasingly focused on short-term results, but does that mean that management teams need to adopt the same mindset? Maybe it’s a naïve belief, but some would say that if the stock market is working as it should, a company’s share price will reflect the company’s true value over the long-term.

The New York Stock Exchange predicts a busy year for IPOs in 2014, with about 150 to 200 new issues expected. Reuters points to first quarter IPO activity of $47.2 billion, a nearly doubling from this time last year and “the strongest annual start for global IPOs since 2010.”

Clearly, there are CEOs who still believe in taking their companies public, many in the technology sector. Perhaps they are in it for a large personal pay day, but perhaps they realize that it could be easier and less expensive to raise capital to realize their growth plans. Or perhaps, their Fortune 500 client base requires audited financials as a condition for doing business together.

The decision to go public is not an easy one, and it’s a decision that every company must weigh very carefully. If you’re contemplating an IPO to become like Hooli, the fictional tech company featured in the new HBO series “Silicon Valley,” it may not be the right move. But if you’re doing it to build something that can have a lasting impact, it might just be. Just make sure you surround yourself with good advisors to ensure a smooth process.

— Laurie Berman, lberman@pondel.com

Director Tenure Tops List of Expected 2014 Boardroom Topics

We recently debuted our “heard around the water cooler”  series.  Following is the first installment:IR photo
 
Director tenure topped the list of topics that board members of publicly traded companies are expected to discuss in 2014, according to the Boardroom Water Cooler survey conducted in January by PondelWilkinson Inc., a corporate public relations and investor relations consultancy.
 
Institutional investors are beginning to advocate the concept of “board refreshment,” as a groundswell of concerns surface related to directors who have been in place for significant periods of time.
 
“The conversation clearly has shifted from age-related bias to tenure,” said Laurie Berman, managing director of PondelWilkinson. “Age notwithstanding, there is growing belief that the longer a director has served, the less independent he or she becomes from management, which is contradictory to fundamental governance mandates.
 
“Perhaps for some of the same reasons that term limits exist for political leaders, we soon may see an enactment of board member term limits as part of the increasing democratization of publicly owned companies,” Berman said.
 
The second most popular topic around the boardroom water cooler is the Securities and Exchange Commission’s mixed vote in September 2013 in favor of requiring companies to disclose the pay gap between employees and the CEO.
 
Originally mandated four years ago by the Dodd-Frank Act, if the rule passes, public companies would have to disclose the median of the annual total compensation of all of its employees, excluding the CEO, against the annual total compensation of its CEO, and the ratio of the two amounts.
 
“This proposal follows closely on the heels of the ‘say-on-pay’ advisory votes already in place,” said Evan Pondel, president of PondelWilkinson. “However, since the SEC was not unanimous in its vote, the proposal will likely be subject to strong challenges. Its underlying theme closely tracks the momentum that is building in Washington and elsewhere around income inequality,” Pondel added.
 
Survey results also point to heightened 2014 boardroom discussions about:

 

  • Cybersecurity and wrestling with increasing threats to intellectual property and information systems, such as the Target retail chain recently experienced;
  • Big data and taking full advantage of emerging technology to drive profitable growth;
  • Effective use of social media to enhance brand awareness, along with customer and shareholder loyalty;
  • Interest rates and how management should take advantage soon of what may be historically low rates before it is too late, regardless of current financing needs;
  • How best to comply with the newly required Form SD requiring disclosure beginning in May 2014 of the level of due diligence a company exercised to determine whether its products and products in its supply chain contain conflict minerals;
  • Maintaining valuation after a robust 2013;
  • How to deal with what may be a period of increased shareholder activism and a mindset that activists should be listened to, rather than avoided, and could actually bring good ideas; and
  • The importance of listening to small individual investors as well.

 
The anecdotal survey was compiled by the firm’s staff, who queried public company directors, CEOs and CFOs, sell-side analysts and institutional and individual investors.

Conversation: Potential Perils of Crowdfunding

Mary Jo WhiteThe Securities and Exchange Commission, through December 23, 2013, is seeking public comments on a proposal under Title III of the JOBS Act that would permit crowdfunding in connection with the purchase of securities. Nothing is perfect, and if adopted, investors and issuers alike will need to exercise caution.
 
Following is a tongue-in-cheek dialog between SEC Chair Mary Jo White, with comments taken verbatim from a press release issued by the SEC October 23, and a completely fictitious investor, expressing concerns:
 
Mary Jo:  I’m pleased that we’re in a position to seek public comment on a proposal to permit crowdfunding.
 
Investor:  What is crowdfunding?
 
Mary Jo:  Crowdfunding describes an evolving method of raising capital that has been used outside the securities arena to raise funds through the Internet for a variety of projects ranging from innovative product ideas to artistic endeavors.
 
Investor: Umm…I’m not sure I understand.  What does that have to do with securities?
 
Mary Jo:  Title III of the JOBS Act created an exemption under securities laws so that this type of funding method can be easily used to offer and sell securities as well. Securities purchased in a crowdfunding transaction could not be resold for a period of one year.
 
Investor:  Oh, I get it now.   You mean I soon will be able to take my hard-earned money and buy stocks in small, risky companies I never heard of?  Companies that may be run by rip-off artists.  Companies that have not been vetted by an investment bank. Stocks that will not necessarily trade in the public markets—not even on the OTC Bulletin Board?  And stocks that I may not even be able to easily sell?
 
Mary Jo: The Securities and Exchange Commission voted unanimously to propose rules under the JOBS Act to permit companies to offer and sell securities through crowdfunding.
 
Investor: Huh?  Maybe I don’t get it after all. What are the commissioners thinking?
 
Mary Jo:  The intent of the JOBS Act is to make it easier for startups and small businesses to raise capital from a wide range of potential investors and provide additional investment opportunities for investors.
 
Investor: Opportunities you say?  Aren’t there enough investment opportunities out there already? Do we really need more?  I’m scared. I want my mommy.
 
Mary Jo: We want this market to thrive in a safe manner for investors.
 
Investor:  O.K. I understand that’s what you want.  But President Obama wanted the Affordable Care Act website to work.  Besides, wasn’t the SEC supposed to be watching folks like that Madoff fellow?  He should have been easy to monitor, compared with the thousands of small entrepreneurs who will want to sell securities to unsuspecting investors?
 
Mary Jo:  There is a great deal of excitement in the marketplace about the crowdfunding exemption.
 
Investor:  Did I say I am scared?
 
Roger Pondel, rpondel@pondel.com
 
 

Crisis Case Study: Baiting the Media in the Court of Public Opinion

Last Sunday’s overtime win against the San Diego Chargers gave the Washington Redskins a reason to celebrate, at least temporarily, as the storied franchise continues to make headlines both on and off the field.
 
The team’s losing season is only part of the problem.  A new report by the Pew Research Center revealed that 76 news outlets have publicly announced their opposition to the name “Redskins” or have banned or restricted its use in editorial coverage. 2013-09-11-WashingtonRedskinsLogo
 
Washington, D.C. Mayor Vincent Gray and anti-defamation groups reignited the decades-old issue earlier this year calling for the removal of the name, saying it is a racial slur and offensive toward Native Americans.
 
Owner Dan Snyder for years has been adamant about not changing the team’s name.  He made headlines last month after sending a letter to fans defending his reasons against a name change.  He’s not alone either.  A Washington Post poll found that a majority of D.C. residents (66 percent) are against a name change.  Other published polls also show support for the name, even among Native Americans.
 
While the 76 news outlets that came out in opposition to the name are only a small portion of the media landscape, they certainly pack a punch.  Several high profile journalists have created national news themselves by opining their reasons for the Redskins name to go.
 
Whether a reporter “becoming” the story is bad for an outlet’s credibility will continue to be debated.  Most journalists try not to get involved in their own stories, although that is becoming increasingly difficult in today’s highly fragmented, 24-hour media landscape.  Either way, it makes for good television and sells newspapers.
 
The fact is the Washington Redskins are in crisis, a battle with the courts of both legal and public opinions.  And there aren’t any signs of it tapering off, although published reports indicate that the NFL has been meeting with Snyder and the Oneida Indian Nation to address the controversy.
 
Even though the owner, team and fans like the name the way it is, the current reality is creating too much controversy around the brand, which equates to lost dollars and can impact future revenues.  That’s a recipe that can’t work in today’s NFL as pro football teams look to sell products, licenses, and TV and radio rights outside their respective locales.
 
All this makes for an interesting public relations case study for today’s business organizations.  First off, executives always must be mindful of sending correspondence, whether it’s targeting consumers, customers or even shareholders.  Most times these communications will be leaked to media or appear across social media platforms, as in the case of Dan Snyder’s recent letter to fans.
 
This case is unusual because many of the fans and ethnic groups that may be affected don’t mind the Redskins name.  However, the issue has created a broader movement among media and anti-defamation groups, which appear to have their own agenda under the guise of eradicating racism.
 
The reality is Snyder is in a difficult situation: succumb to public pressure or stick to his proverbial guns.  This instance may be reminiscent of a business executive passionate about a company function or an unrelated personal issue.  There is no easy solution in these circumstances, especially if the executive has a legitimate position.  It’s also extremely difficult to win in the court of public opinion, let alone going toe-to-toe with national media.
 
CEOs and business executives can learn from the Redskins’ current communications crunch.  For Snyder, the strategy now is to manage the PR crisis, probably taking a reactive approach, rather than a proactive one, which may only continue to fan the flames — a strategy worth remembering when dealing with the next corporate communications crisis.
 
— George Medici, gmedici@pondel.com