USC Wilkinson Scholarship

Samantha Wan

Samantha Wan is this year’s winner of the USC Wilkinson Scholarship.  A first-year graduate student majoring in strategic public relations at USC’s Annenberg School for Communication & Journalism, Samantha earned an undergraduate degree in business from University of California, Santa Cruz.  The annual award was established in 2007, following the death of Cecilia Wilkinson, an active USC alum and principal of PondelWilkinson who was with the firm for 25 years.

Best Practices

Taxi Driver Confessions

Ever try talking to a New York City cab driver?  Think about one of the things you almost always ask.
Getting to where you are going in one piece is what counts when taking a Manhattan taxi. But if you’re like me, when you’re not on the cell phone or returning Blackberry messages, perhaps you’ll engage the driver in conversation.
Are those your kids? As we all know, pictures of cab drivers’ kids often adorn the dashboard. How old are they?  How’s your day been so far?
Lauren Collins, who writes for The New Yorker and reported on an unusual public forum in Manhattan—“Out from Behind the Wheel,” sponsored by public radio station WNYC—is kinda telling us that while it’s OK to talk to cabbies, there’s one thing you should never ask.  (The forum, by the way, was for the much maligned drivers to talk about who they are; discuss strategies for coping with stresses on the road; and figure out ways to improve the industry.)
Collins reported that cabbies have lots of beefs that are not that unusual, from coping with drunks, to paying a $.50 MTA tax that ostensibly funds city workers’ pension plans, to credit card readers that don’t work, and more.
The one passenger question, however, that gets the goat of New York City taxi drivers, is “Where are you from?” Unfortunately, Lauren did not tell readers why the cabbies said they dislike that question so much, but she reported that passengers should “never” ask it.  Thanks for the advice.  Hopefully, at least some of us will remember it next time we are in a New York City cab.


Roger Pondel,

Holiday Wonder

Stevie Wonder (Photo Credit: Vikie Rubinson)

About a year ago, I was on a trip in the northern region of India when my raft carrying eight travelers from various parts of the world capsized in a murky, foul-smelling, bone-chilling Class-5 rapid.  During the tortuous two kilometer ride through the churning water (the rapid was known as the Black Cobra, which should have been a hint) all I could think about was: “Keep your head up!” and “Breathe in more air than water!”  Seems simple enough, but at the time the basics of survival seemed more elusive than I would have liked.  In retrospect, this experience prepared me for what was to unfold in 2009.
I’m a big proponent of the theory that by challenging adversity one can yield extraordinary outcomes.  We often see this in the heroes we all admire – whether it’s sports, business, architecture or music – many of our idols, in addition to their extraordinary talents, usually have some story of struggle that prepared them for great achievement.  And often it’s just the sheer will to press on that propels them into another dimension.
We all pressed forward in 2009, and with the help and determination of colleagues, friends and family, we kept our heads up and carried on.  And like the moment when I was yanked out of the water by a crazy hippy Irishman, I can now breathe more easily as I prepare for 2010.  While I don’t know what lies ahead, I do somehow know that in an odd way I’m better equipped now that another good, hard fight is behind me.
Yesterday, Stevie Wonder was in our building lobby.  A few of us casually found ourselves in his general vicinity hoping to catch a closer glance.  Knowing that Mr. Wonder is one of Roger Pondel’s heroes, we took the initiative to speak with him and minutes later found ourselves escorting the musical genius to our office to meet Roger (we now know that he has a wonderful sense of humor and enjoys a good prank or two).  For the first time in the history of the firm, Roger was speechless.
In a curious way, this crowning event seemed a fitting way to end the year.  It was surprising, inspiring, humbling and downright funny.  It also reminded me that every treacherous path has its bright spots.  Happy Holidays!  See you down the road.



Cash is King

…but not at Commerce, an upscale New York City restaurant that recently went “plastic only.” 
According to the Wall Street Journal, the restaurant’s co-owner, Tony Zazula said, “If you don’t have a credit card, you can use a debit card.  If you don’t have a debit card, you probably don’t have a checking account.  And if you don’t have a checking account, you probably shouldn’t be eating at Commerce to begin with.”  While his sentiment may actually be true, I think this is one case where media training might have helped.
While most diners at the New York’s most exclusive restaurants already use credit cards to pay for their meals, it strikes me that consumers using credit cards overzealously is partly to blame for the current economic predicament.  Can accepting cash really be that bad?
Spaghetti with tomato sauce and ricotta cheese at Commerce — $24
Taxi to get from your midtown hotel to Commerce for dinner (including tip) — $12
Ability to use cash to pay for your meal – PRICELESS
Check out Commerce next time you’re in NY for business and let us know how it is.


Laurie Berman,

Finally, Sound Fiscal Policy

…to get the economy on track.  Only, it’s more than two thousand years old.
“The budget should be balanced, the Treasury should be refilled, public debt should be reduced, the arrogance of officialdom should be tempered and controlled, and the assistance to foreign lands should be curtailed lest Rome become bankrupt. People must again learn to work, instead of living on public assistance.”– Cicero, c. 55 BC



XBRL – SEC Asks for Public Comment

The SEC’s office of Interactive Disclosure began asking for public comment on the use of eXtensible Business Reporting Language, commonly known as XBRL, in public company financial statements.  Several large, well-known companies have voluntarily adopted XBRL in their EDGAR filings with the SEC and the agency has committed more than $50 million to make its public company disclosure system compatible with XBRL, according to the National Institute of Investor RelationsXBRL International, a not-for-profit consortium of approximately 550 companies and agencies worldwide working together to build the XBRL language and promote and support its adoption, reports that XBRL is an open standard, free of license fees that promotes the interactive sharing of financial data.
It is believed that XBRL will provide investors and analysts with more useful financial disclosures by allowing companies to present their financial information in a format that allows investors and analysts to more easily locate and analyze this information.  It is also anticipated that XBRL will provide greater efficiency, improved accuracy and reliability and cost savings to anyone involved in supplying or using financial data.
While there will likely be some growing pains when public companies are required to adopt XBRL in their financial statements, over the longer term its use should make it easier for the investing public to analyze a company’s financial statements and easier for public companies to get their story out into the investing marketplace.
The public comment period ends April 4, 2008.


Laurie Berman, Senior Vice President,

(Nasdaq: QNET)

On November 27, 2007,  the Nasdaq Stock Market Inc. launched
a new stock market index (Nasdaq: QNET) that tracks Internet-only companies in a broad range of industries, including retail commerce, Web hosting, search engines, Web site design, and access providers, among others.  Companies included in the index are, according to Nasdaq, “at the forefront of Internet technology.”
Aha.  That must explain why bloggers are asking why the likes of News Corp. and Microsoft are missing from the list, although both companies operate highly visible web properties ( and MSN/Live).  My mission for the rest of the day is to find out what parameters Nasdaq is using to classify companies as Internet-related and what metrics an Internet-related company must possess before Nasdaq considers it for inclusion in the Index.  



E-Proxy Solicitations – Navigating the Rules

What’s all the fuss about? After all, the SEC is only trying to provide shareholders with more options to access proxy materials, leverage technology and reduce costs for corporate issuers. While the SEC’s motivation to revise and modernize proxy solicitation procedures is commendable, navigating through the rules and how they apply to corporate issuers takes time.
In January 2007, the SEC adopted the Internet Availability of Proxy Materials rule, better known as the “Notice and Access Model,” which became effective March 30, 2007. This was a voluntary rule that leaves it up to the corporate issuer to decide whether or not to adopt e-proxy solicitations.
The rule incorporates guidance on a myriad of issues including but not limited to, householding, security and privacy issues, State Law Notices, the role of intermediaries, the mechanics of proxy solicitations, etc. Up to this point, the rule was voluntary
Then in June 2007 the SEC adopted additional amendments to the proxy rules under the Exchange Act, as well as approved the Shareholder Choice Regarding Proxy Materials rule. This is a mandatory rule that goes into effect January 1, 2008 for large accelerated filers (LAF) and January 1, 2009 for second tier filers and registered investment companies.
The SEC noted that it chose to adopt the proposal to “provide shareholders with enhanced choices without changing significantly the obligations of an issuer or other soliciting person.” In other words, the new rules should be no big deal to implement.
So what are a company’s obligations under the Shareholder Choice Regarding Proxy Materials rule? In simple terms, they are:

  1. If an issuer is required to furnish proxy materials to shareholders, then the issuer must also post its proxy materials on a specified, publicly-accessible Internet Web site (EDGAR does not apply here) and provide shareholders with a notice informing them that the materials are available as well as explain how to access those materials.NOTE: This rule does not apply to a proxy solicitation related to a business combination transaction.

  2. An issuer has two options to make proxy materials available to shareholder:

      A – The “notice only option” – requires an issuer to post its proxy materials on an Internet Web site and send a Notice to shareholders to inform them of electronic availability of the proxy materials at least 40 days before the shareholders meeting. If an issuer opts to use this option, it must respond to shareholder requests for paper copies and must offer shareholders the option to permanently request paper or email copies of proxy materials for all shareholder meetings


      B – The “full set delivery option” – an issuer can deliver a full set of proxy materials to shareholders, along with the notice. A separate notice does not need to be prepared if an issuer incorporates all of the information required to appear in the Notice into its proxy statement and proxy card. And the issuer does not need to respond to requests for copies as required under the notice only option.


  3. Within the “notice only option” and “full set delivery option,” the SEC provides issuers with details related to the timing of when notices need to be sent, what information needs to be included in the notice, the use of plain English, the design of the publicly accessible Web site, the means to vote, how to handle requests for paper or email copies of the proxy, Web site confidentiality, and other details.

The SEC should be commended for its work in crafting the new rule, providing corporate counsel with a level of detail to help ensure that issuers understand the new requirements. But conceptually understanding the new rules does not equate to knowing which e-proxy option to follow. While your corporate counsel will be able to navigate you, the issuer, through the legal framework, PondelWilkinson stands ready to guide you through the strategic decision-making that will lead to the right solution for your company.