Every great story deserves an engaged audience.
It’s a philosophy we deeply believe in at PondelWilkinson – So much so it’s splashed across our website banner and written on the back of our business cards.
And it rings true regardless of market conditions, even in bear markets, when the value of equities or other investments dip 20 percent or more from recent highs.
That happened around mid-June on the S&P 500, and while there’s little companies specifically can do to calm market forces, taking a proactive, non-promotional stance is the best course, according to PondelWilkinson CEO Roger Pondel.
“Retreating or staying purposely quiet is not a strategy that works,” he asserts. “Astute investors have their antennae up now, looking for good companies.”
In a bear market, investors go into safer stocks, explains PondelWilkinson Vice President Judy Lin Sfetcu, who adds some historical context to highlight her point.
During the dark months of the financial crisis of 2007 and 2008, when the S&P sank nearly 52%, investors flocked to companies with solid financials and established track records, abandoning companies teetering on insolvency.
“If a company has a good balance sheet, they should be messaging that to investors and Wall Street,” Sfetcu says.
Managing Director Laurie Berman views this bear market more as a reflection of investor sentiment, than company specifics, and a recent tally by FactSet provides some data points to back that up.
Through July 22, 2022, 68 percent of S&P companies in Q2 reported a positive EPS surprise, while 65 percent of S&P companies reported a positive revenue surprise.
Granted it was a small sample size (21 percent of total company results), but undoubtedly good quarterly metrics by several publicly traded companies.
Yet, as of press time, the S&P was down just over 13 percent for the year. The tech-heavy Nasdaq, down 21 percent this year, closed with the worst six month start on record, losing nearly 30 percent of its value through June, according to Yahoo Finance.
“If a company is being negatively impacted by macro issues, that company should be honest about what that means for its future, and importantly, what steps are being taken to try to insulate it, or use the macro issues to their advantage,” Berman suggests. “Highlighting certain areas that may give investors more confidence can be helpful.”
Analysts and other finance experts contend bear markets typically last between nine months and a year, so settle in for some continued volatility, especially as inflation, pandemic-led labor shortages, related supply chain constraints, and rising interest rates present ongoing challenges.
In the interim, here are a few more dos and don’ts to ponder:
- Think responsiveness and transparency.
- Message the company’s strengths: cash flow and balance sheet; client/customer relationships; resilience and history in prior down markets.
- Message if and how current economic conditions are creating change for the company, positive or negative, including decision-making.
- Be certain that investors hear regularly from c-suite executives, sometimes more than the CEO and CFO, on conference calls, non-deal roadshows (NDRs) and conference presentations.
- Court and know key investors and their concerns, not just about your company, but about their portfolios.
- Give investors reasons to hold your shares, or buy more.
- Don’t feel defensive about a falling stock price, particularly if the company is still performing well. Investors know the reason.
“Resist the temptation to over-promise about the future,” says Pondel. “Be proactive about reaching out to new investors and participating in NDRs and conferences. They are not a waste of time, even in a bear market.”
Consider this blog entry a primer to a larger discussion on investor sentiment, a key topic we’re aiming to further develop into a whitepaper this fall, with insightful take-aways to help public companies improve communication and messaging during volatile times.
Chris Casacchia, email@example.com
According to a recent article at CFO.com, there isn’t much overlap.
In a blog I wrote a while back about effective CEOs, critical traits included: decisiveness, willingness to collaborate, being a doer, setting realistic expectations, insightfulness, innovative thinking and courage, among others.
While those are outstanding traits for any senior executive, what else specifically – other than hopefully having an affinity for math and knowledge of accounting – does it take to be a successful CFO?
- Good communications skills. It’s one thing to know a company’s financials inside and out, but another thing altogether to use that data to tell a compelling story. It’s also crucial that CFOs appreciate the importance of clear and concise messaging to internal audiences to help key stakeholders understand the meaning behind the data.
- Ability to analyze. Today, the amount of data generated is astronomical, but at face value likely doesn’t tell us much. A good CFO will be able to turn that data into actionable ideas that help move a company forward.
- Love (or at least like) of technology. Is this really important if you’re not the head technology honcho? Absolutely yes. CFOs hold responsibility for financial reporting, so understanding and choosing the right tech partner is paramount. It is also likely that CFOs will be asked to put their rubber stamps on technology that may not directly impact financial reporting but could impact other parts of the company … often significantly if that technology doesn’t work as expected.
- Risk appreciation. The business environment has changed considerably since the start of the COVID-19 pandemic, and it continues to change every day for a number of reasons. Good CFOs will assess risk/reward profiles before making decisions, whether financial or otherwise.
- A world view outside of finance.While CFOs have a wide range of duties and expectations related to a company’s financials, the best CFOs have knowledge and opinions outside that narrow view, including being aware of the global environment and a company’s role within it.
- Capacity to strategize and collaborate. It is readily apparent to me based on almost 30 years of working with executive teams, that the best CFOs partner with their CEOs to help achieve their company’s objectives. The old adage, “No man is an island” rings true.
- Attention to social issues. ESG has become an increasingly important topic, particularly for publicly traded companies and the planet. CFOs need to understand how their companies operate within a greater construct. A company’s impact on the environment, for example, could have ramifications for that company’s ability to attract talent, customers and investors, not to mention the impact to the globe.
Robert Half, a leading provider of specialized talent solutions and business consulting, noted similar traits in its recent article, “How to Become a CFO: 5 Steps to Guide Your Career Path.”
Essentially the same advice comes from the MIT Sloan School of Business CFO Summit Chair and CFO Leadership Council founder, Jack McCullough, who says that “A great CFO is a rockstar CFO.”
Gartner has some good advice as well. The research firm surveyed more than 100 CFOs around the world and found that great CFOs are customer-oriented, build constructive conversations with the CEO and board, apply financial leadership principles to time management, and are closely involved with the business.
Are there other important traits for effective CFOs not covered here? Let us know if you can think of any.
Laurie Berman, firstname.lastname@example.org
Remember Henny Youngman? He was an American comedian, famous for his mastery of the one-liner, whose best-known quip was “Take my wife … please.”
Here’s another one-liner, not Youngman’s, but not bad, at a time when so many investors these days recalibrate their portfolios: My trusted wealth manager just started working on a retirement plan. He doesn’t know it yet, but unfortunately, it is his!
While having a good sense of humor can’t cure all ailments or make the stock market go up, a good laugh during stressful times can do positive things.
Take my wife, Fay, please. No! I mean listen to my wife, Fay, a psychotherapist who knows a thing or two about laughter and the positive things it can do.
“Laughing has great short-term effects on one’s mood, as well as on one’s body,” Fay told me over dinner the other night, on the day that the Dow dove more than 1,100 points. “Laughter stimulates the heart and lungs and increases endorphins. It decreases blood pressure, creates relaxed feelings and even improves the immune system.”
Thank you, Fay. While the stock market these days is no joke, there are many jokes to be found about it. These below may not be quite as funny as Youngman’s one-liners, and certainly rank very high on the cheesy factor, but hopefully will ease a little tension among those that follow the market as we all plow through these tenuous times:
- How do you find a small-cap fund manager? You find a large-cap fund manager … and wait.
- Enduring the current stock market decline is worse than a divorce. You lose half your money, but your spouse is still around.
- Why are nudists bad for stocks? They are associated with bare markets.
- I figured out the secret of how to make a million bucks in the stock market. Invest $2 million.
- Recently, I started to invest heavily in penny stocks. It seemed to make a lot of cents.
- My friend is smart, honorable, and exudes old-school charm and chivalry, but he hates the stock market. When I asked him why, he said, “Gentlemen prefer bonds.”
- Why was a stock trader recently electrocuted? He shorted Tesla.
- In the stock market today, Procter & Gamble, maker of Charmin tissue, touched a new bottom, and millions of investors were wiped clean
Gallup’s 2022 Economy and Personal Finance Survey, conducted in April, found that 58 percent of all Americans own stock. With the market declines we have been experiencing lately, that’s no laughing matter. But it does pay to laugh, at least a little.
Roger Pondel, email@example.com
You may remember that Martha Stewart spent time in prison.
She served five months behind bars and another five months of house confinement at her 153-acre estate in New York, wearing an electronic monitoring bracelet, for selling 4,000 shares of ImClone Systems before news of the FDA’s rejection of one of ImClone’s cancer drugs was made public.
ImClone’s former CEO, Samuel Waskal, a friend of Stewart’s who presumably gave her the stock tip, served a seven-year prison term after pleading guilty to orchestrating stock trades, as well as to other corporate misdeeds.
Could Reg FD training have helped either of them avoid prison sentences?
We’d certainly like to think so. For Waskal, of course, he definitely knew better as CEO of a publicly traded company. Stewart may have never heard of Reg FD, but she should have known better as well, based on plain old common sense.
Whether you’re working at a public company for the first time, or you’re a seasoned pro, being aware of Reg FD (Regulation Fair Disclosure) and how to avoid missteps is vitally important. Many companies provide periodic formal Reg FD refresher training even for public company veterans. Not only does such training help prevent employees from disclosure pitfalls, but it also serves as a record that your company takes disclosure seriously.
Starting with the basics, Reg FD became effective more than two decades ago to help the SEC prevent selective disclosure of material, non-public information, remedying the perception of unfairness in communications throughout the investment community. One of the key principles of Reg FD is that information must be broadly distributed, not selectively disseminated. A good rule of thumb is to provide full disclosure to all … all the time.
What constitutes materiality? If there is a substantial likelihood that an investor would consider the subject important in the total mix of information when making an investment decision, and if it is reasonable to expect that the information could have an effect – up or down – on a stock’s price, it’s probably material.
Things to consider include receipt of a big contract, M&A, a stock buy-back program, a director or officer resignation, among many others. Materiality can be somewhat subjective though, so it’s important to communicate with your attorneys if there is any doubt.
There are two simple rules to follow to ensure you’re not running afoul of the SEC (and that you don’t wind up like Martha Stewart):
- Never buy stock in your company, or encourage others to do so, when you are in possession of material, non-public information.
- If you ever have questions about whether, and when, you, as an insider, can buy or sell your company’s stock, contact your CEO, CFO or legal counsel.
Keep in mind that while there are remedies for inadvertently disclosing material, non-public information, you should strive never to have to use those remedies. But, just in case, here are the steps to take should someone slip:
- Let an authorized company spokesperson know as soon as possible, so that that person can work to promptly determine the nature and materiality of the selective disclosure. (Authorized spokespersons are required to determine the cause of the selective disclosure and take appropriate steps to reduce or eliminate the risk of recurrence.)
- Within 24 hours of the inadvertent disclosure, or at the next opening of market session, a company may issue a press release or file Form 8-K with the SEC containing the material information that was deemed to be selective disclosure.
If it happened to Martha Stewart, is can happen to anyone. “It was horrifying, and no one — no one — should have to go through that kind of indignity, really, except for murderers, and there are a few other categories,” Stewart told Katie Couric during a 2017 interview on the Today Show.
Aside from providing Reg FD training to pre-IPO and newly public companies, along with refresher sessions, PondelWilkinson has been approved by the California Bar Association to provide one-hour Reg FD training sessions to attorneys for CLE credits. While we have to know the ins and outs to be effective trainers, we’d love to hear about your Reg FD experiences.
Laurie Berman, firstname.lastname@example.org
For boards and senior management teams of publicly traded companies, a major law change by the U.S. Securities and Exchange Commission will soon go into effect for what some pundits believe could be a period of renewed activism ahead.
The new rule states that for annual shareholder meetings held after August 31, 2022, parties in a contested election must use universal proxy cards that include all director nominees presented for election.
Without going into all of the details, the rule gives shareholders the ability to vote by proxy for their preferred combination of board candidates, similar to voting in person. It addresses longstanding concerns that shareholders voting by proxy were not able to vote for a mix of dissident and registrant nominees in an election contest, as they could if they voted in person. And very few shareholders, even before COVID, attend annual meetings in person.
As Gary Gensler, chairman of the SEC, said in a press release late last year, “Today’s amendments will put (all) candidates on the same ballot. They will put investors voting in person and by proxy on equal footing. This is an important aspect of shareholder democracy.”
No one knows for sure what will happen, and maybe nothing, but major law firms around the nation, proxy advisors, the National Institute of Investor Relations, and others have been talking it up big time in articles, webinars and conference panels.
On one hand, many smart minds – including our friend and long-time proxy campaign strategist Keith Gottfried, who recently addressed a PondelWilkinson staff meeting – believe that because it will be easier and less costly to run election contests, this hotly debated issue will “change the playing field dramatically” and foster greater shareholder activism. Gottfried, who just launched Washington, D.C.-based Gottfried Shareholder Advisory LLC, a boutique strategic advisory firm focused on shareholder activism preparedness and defense, said companies in the $300 million to $1 billion+ market cap range could be particularly vulnerable.
On the other hand, there is the thought that the new rule will stimulate a seismic shift in how activism is carried out. Rather than causing tumult at the annual meeting, there could even be increased engagement between issuers and activists that may foster cooperation and settlements.
Our overview advice is for corporate boards, CEOs and CFOs to be armed with information and get ahead of the matter now to eliminate a potential sting and be prepared so there will not be an issue later. Consider the following:
- Take a fresh look at your shareholder activist preparedness and defenses in order to react quickly, sans panic, for potential increased shareholder activism. With the help of a professional, revisit advance notice bylaws, corporate disclosure policies regarding director elections and determine whether changes are needed
- Keep an eye on your peers. If there’s increased activism there, it may be coming your way as well.
- Don’t get complacent in thinking that because your larger shareholders may have been quiet, they are not paying attention to your company. Periodically reach out pro-actively to them for updates.
- Deploy best communications practices day-to-day, including transparency on quarterly conference calls and in press releases.
- Think about conducting a Reg FD refresher training session for your senior staff and board. Having such a session “on the record” is a healthy omen that the company is sensitive to this important governance matter.
- Consider providing shareholders with an in-depth look at your company by hosting an investor day that showcases the operating tier of management, not just the senior-most corporate staff.
- Know what your shareholders are thinking, even to the extent of conducting a third-party perceptions survey. The shareholders will appreciate that you are having an objective party ask candid questions. As the issuer, you may learn a thing or two and ward off a problem you may not even know existed.
- Pay close attention to ESG matters, which are top-of-mind these days throughout the investment community in both large and small companies.
- Be mindful of board composition, including diversity, experience and tenure.
- Be alert, listen and do not be afraid of “well-wishing” shareholders who like to give advice on corporate growth, valuation and other board and management matters. Embrace them and pay attention to what they are saying. Often their biggest demand is for a company’s sale, not necessarily to “fix” anything or for a board seat.
It’s not only in politics, where voting rights issues are surfacing. The SEC’s new universal proxy rule is something to at least start thinking about seriously. If nothing else, it should prompt action for companies to take an inner look and be certain that best governance and communications practices are fully in place.
Roger Pondel, email@example.com
Another year into the pandemic demonstrated yet again that more people are online.
According to Statista, 3.6 billion people worldwide were using social media last year, a number projected to increase to almost 4.41 billion in 2025. In the U.S., 82 percent of the populace have a social profile, up from 2 percent last year.
It’s also very crowded on social. About 500 million tweets are posted each day on Twitter. That’s about 200 billion tweets a year. And every day, 400+ hours of content are added to YouTube, which already has well over a billion videos.
The numbers are staggering. A recent blog post from SocialPilot titled “367 Social Media Statistics You Must Know in 2022” puts important social media usage trends into perspective.
All this may seem overwhelming for any brand or organization looking to develop an online social presence. A common mistake we find is that these companies usually do not do the necessary preliminary research: listening.
There’s a difference between social monitoring and social listening, although they work hand-in-hand. Data is pulled and analyzed to better understand a target audience so that effective messaging is used to help a company or brand stand out from what has become what seems like an infinite-amount of social posting.
But how does an organization get started? It’s not that complicated, really. There are lots of options. Here are a few suggestions:
Surveys. Any organization can use polling to glean key trends relevant to a company or brand. Surveys vary in cost depending on size, scope and the audience of respondents, whether they are consumers or CEOs. Asking insightful questions will produce even better results.
Media audits. Knowing a specific reporter won’t necessarily get a story published, but having good relationships with journalists may be used to get unbiased insight into a company, brand or trend. Obviously, this takes time but something to consider when developing press contacts.
Investor perceptions audits. If a company is publicly traded, perception studies are a great way to learn what Wall Street really thinks about an equity. Interviews with shareholders and financial analysts, along with a review of press coverage and social media can yield valuable insights that create stronger narratives that can help address concerns and enhance valuations.
Google. There are other search engines, but all roads still lead to Google. Heck, it’s the Internet. There is an infinite amount of data that can be searched, categorized and indexed on practically any topic or subject matter. That said, it’s the Web, so proceed with caution.
Social media. To follow or be followed, that is the question. Perhaps in the context of this blog it may be the former. Social platforms are where brands engage with key audiences. A lot can be learned by just “sitting back” and listening to learn more about what people are saying about current issues. There are lots of social media tracking and monitoring software programs on the market. Be advised, however, that while many people are on social media, take into consideration silent majorities that may alter broad consensus.
There are many other tactics for obtaining important feedback. The key is to be creative, and most undertakings can be done under the proverbial radar with minimal cost. Adopting listening campaigns before the launch of any major marketing or communications campaign is a great first step to align proper messaging with goals and objectives.
And it’s not just for larger campaigns and initiatives, but for day-to-day communications as well.. Know thy customer, otherwise communicating may be an exercise in futility, especially in the super noisy world of social media. Better connect with consumers, investors, businesses, customers and partners by knowing what they want and what’s important to them, so that more on-point messaging can be crafted and implemented.
Studies suggest how effective talking points can increase positive responses. Better messaging means better results. A little listing can go a long away in 2022 and certainly beyond.
George Medici, firstname.lastname@example.org
This article was originally published by national news wire service BusinessWire, a Berkshire Hathaway company, on its global blog July 9.
If you’re familiar with the British sci-fi fantasy series, Doctor Who, you know that a common plot device is the use of “perception filters,” in which aliens attempt to alter reality to reflect what they want you to see. A favorite episode is with actor/comedian James Corden, who lives on the first floor of what appears to be a normal two-story building – only the building does not have a second floor, just a scary alien machine parked on top of it with a perception filter designed to hide its existence.
Wouldn’t it be nice if we could use perception filters to influence how investors and financial analysts think about public companies? I am sure many management teams would love to use something like a perception filter to ensure that only positive things are said about their companies.
Alas, we all know this isn’t possible. And yet, one of the more interesting things I have observed over the years is how many management teams believe they already know what investors think of their companies – as if they have a perception filter firmly in place.
While many C-suite executives and corporate IR professionals dialogue often with the investment community and glean valuable insights from their conversations, it is a mistake to assume that investors will share everything that is on their minds. As Peter Drucker, the celebrated author, educator and management consultant, once noted, “The most important thing in communication is hearing what isn’t said.”
How, then, can management truly gain insight into what investors think? Enter the perception study, a tool designed to gather unique and candid feedback. It is only through the use of an independent third party that companies can truly get to the heart of what investors think. Third parties are able to create an environment that protects anonymity and are better positioned to share tough feedback with management.
Designing a Perception Study
There are many ways to design a perception study, which at its core, seeks to determine how investors view the company, its strategy, management team and IR program. Perception studies often are particularly useful before and after major events, such as an investor day, or when a company is in the midst of transition.
In most cases, many investor responses are surprising. Also in most cases, a good perception study pays off handsomely by revealing tangible and actionable items, along with nuances, of course, that facilitate communication and potentially valuation improvement.
Perception studies create opportunities to:
- Streamline business models that have become too complex.
- Simplify messaging to better resonate with the investment community.
- Improve an IR program in ways a company might not have seen.
- Provide benchmarks for future comparison.
- Let the investment community know that the issuer cares.
Dichotomy of Opinion
In a recent perception study we conducted for one of our clients, we found a fascinating difference of opinion about the company, with views that converged around common themes, but were almost polar opposites of each other. Interestingly, this dichotomy of opinion often was expressed by the same participant in the study.
For example, investors praised the management team’s ability to articulate the company’s investment attributes, but at times felt they could be too “promotional” in doing so. Investors also liked how the company positioned itself to capture emerging trends in its industry; at the same time, however, they believed the actions management took to take advantage of these trends made the business too complicated to grasp.
Perhaps most importantly, investors felt the company altered its strategy too frequently. While many praised management’s ability to pivot when the facts on the ground changed, the rate of transformation left investors and analysts wondering if management had a clear roadmap for the future, which, in turn, made it difficult, if not unnerving, for many of them to invest.
The perception study created an opportunity for our client to:
- Clearly articulate its business strategy, highlighting its vision for the future.
- Help investors understand exactly how management perceives the path to value creation.
- Simplify its story and improve consistency in metrics presented.
- Provide a candid discussion of business performance, both positive and negative aspects.
Understanding what investors and analysts truly think is a fundamental responsibility of the management team and board of any public company. Such knowledge provides tangible results and can serve as catalysts for positive change.
Jeff Misakian, email@example.com
It is nearly impossible these days to avoid SPACs, which most of you know by now stands for Special Purpose Acquisition Companies.
According to SPAC Insider, there were 226 SPAC IPOs from 2009 through 2019, compared with 248 in 2020 alone. No small potatoes as a financing vehicle, SPACs this year will experience yet another spurt of explosive growth.
Mark Y. Liu, partner at Akerman LLP, who hosted a recent webinar on the topic, said those 248 SPACs raised $83 billion last year. Amazingly, 550 SPACS were in registration as of March 31, 2021, looking to raise $162 billion more. And SPAC Analytics reveals that SPACs made up 55 percent of all IPOs in 2020 and 76 percent of those thus far in 2021.
Sometimes known as “blank check” companies, SPACs are typically publicly owned shell companies with no operations, but with mandates to acquire private operating companies, usually in a specifically stated sector. If the SPAC does not complete a transaction within 18-24 months, it is liquidated, and funds are returned to the company’s investors.
Trend or a fad?
While the numbers appear to say “trend,” Business Insider recently noted that investor appetite for SPACs is declining. Additionally, SPACs have come under scrutiny by the SEC over reporting, accounting and governance practices.
On the other hand, and supporting the trend side of the equation, Goldman Sachs estimates that that SPACs could drive $900 billion in M&A enterprise value in the next two years, with nearly $129 billion of SPAC capital currently searching for acquisition targets.
James Keckler, from D.A. Davidson’s investment banking group, and on the webinar with Liu, noted a few things to watch for on the horizon. He believes SPACs and their acquisition targets will get even bigger; that celebrities will continue to increase their involvement with SPACs; and that there could be multiple companies involved in a SPAC merger, versus the typical one-to-one model currently being utilized. Does that mean conglomerate?
The real question:
Are SPACs good for sponsors, the acquired companies and investors? The answer according to Liu, and others, is a resounding “yes” for all three.
For SPAC sponsors, the benefits include access to capital markets, founder warrants and common stock incentives, and the ability to use both cash and stock for acquisitions. For potential acquisition targets (this one comes from Covington Capital Management), the ability to skip the tedious process of filing a registration statement and bypass a roadshow is attractive. And for investors, the positives include redemption rights, $10 per unit liquidation value and liquidity.
On the downside, and not that much different from any company going through the IPO process, are the costs of going public, the reporting requirements, market oversaturation, and as some industry watchers have noted, SEC scrutiny (although this could be a good thing for investors).
Whether one is a SPAC investor, merging a company into a SPAC, or forming one, below are a few sound principles to practice:
- First, a public company is a public company. No matter the capital structure, management team or industry, all rules and regulations governing exchange-traded securities must be closely followed.
- Next, it is vitally important that communications are complete and transparent, both requisites to build credibility and a loyal investor following.
- Third, fourth and fifth, research the management teams and their backgrounds; understand what the investment opportunity is really about; and ensure that the language in all documents is easy to understand, with jargon kept to a minimum.
Lastly, although there are many more “secrets” that we readily share with our clients, please know that SPAC formation, merging, and investing are not necessarily quick ways to riches. Old fashioned performance, and maybe even going public through the tried-and-true method established by the SEC in 1933, usually will win out in the long-term. But for right now, SPACs are growing like Idaho spuds and loved by investors.
Laurie Berman, firstname.lastname@example.org
Roger Pondel, email@example.com
PW Insight Blog
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10 Nov 2022
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Bear Market Blues?
21 Oct 2022
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5 Oct 2022
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