Ignorance is No Excuse: The Importance of Reg FD Training

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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.

How much insider trading is going on in U.S. stock markets based on material, non-public information? At least four times more than regulators actually catch and prosecute, according to research from the University of Technology Sydney. 

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, lberman@pondel.com

­10 Tips to Best Prepare for New SEC Universal Proxy Rule Change to Shareholder Voting

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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.

The SEC’s new rule on shareholder voting will go into effect on August 31, 2022. Photo credit: Roger Pondel

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, rpondel@pondel.com

Cutting Through the Clutter in 2022: 5 Tips for Better Listening

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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.

Are brands and companies really listening to what people think and want?

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, gmedici@pondel.com

New Class-Action Lawsuits Lurking: Tips for ADA Compliance on Websites, While Doing the Right Thing

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Recently, several of our California-based clients received letters from attorneys who are allegedly representing disabled persons, stating that those clients’ investor relations websites are not fully WGAC and ADA compliant.

With each communication, the attorneys specifically cite “not compliant for blind persons.” In some cases, they are requesting remediation within a certain timeframe. In other cases, however, real monetary damages were sought.

Is this ambulance chasing or a real problem?

For blind people or those with low vision, images without text equivalents, certain fonts and colors, and PDF documents can make websites difficult to navigate.

According to the CDC, 61 million Americans live with disabilities. The U.S. Census Bureau says that almost 19 million Americans have difficulty seeing or hearing.  Many websites, including investor relations websites, do not currently make accommodations for these users.

For blind people or those with low vision, images without text equivalents, certain fonts and colors, and PDF documents can make websites difficult to navigate. A recent article from NBC News details efforts by disability advocates, including that “federal lawsuits claiming websites are not compliant with the ADA rose by 12 percent last year.” 

Companies, publicly traded or not, should do whatever they can to provide a solution, so as not to leave anyone behind, as well as to be compliant and reduce the threat of legal action.  Of course, regardless of the threat of legal action, it’s the right thing to do.

But where does one start? 

First, some basic definitions:

  • WGAC – Web Content Accessibility Guidelines – Developed in cooperation with individuals and organizations around the world, WGAC has a goal of providing a single shared standard for web content accessibility.
  • ADA – Americans with Disabilities Act – Put into law in 1990, the ADA seeks to provide equal opportunity for individuals with disabilities.

Second, there are several tools to determine how closely a website is to being compliant:

  • The WAVE Web Accessibility Evaluation Tool allows a company to identify accessibility and WCAG errors. Running a URL through the tool will provide summary of accessibility errors.
  • Similarly, Web Accessibility by Level Access allows a company to determine the “health” of a site. There are many others, some free and some paid. (We are not endorsing the veracity of any.)

Once a determination has been made that changes or additions are necessary to ensure WGAC and ADA compliance, here are some practical tips:

  • Take a look at the WGAC guidelines to familiarize yourself with the requirements.
  • Have your website developer (both for your corporate and IR sites) run your sites through a tool like those listed above to see exactly what changes need to be made.
  • Considering purchasing code (usually a widget) that helps makes your website more compliant. There are several, and again, we are not recommending any particular vendor. Be aware, however, that these widgets are not without issues (see the NBC News article referenced above and this one at Forbes.com) and are not a panacea.
  • Recognize that if your corporate site is accessible, but your IR site is not, you are out of compliance. Similarly, if the home page of your corporate site and IR site are accessible, but the pages beneath that are not, you are out of compliance. Even if everything looks great, but you haven’t remediated PDF documents posted to the site, you are out of compliance.
  • Remember that websites are not static.  Any time a change is made to content, links, colors, etc. you run the risk of non-compliance.
  • Work regularly with your legal team to ensure you’re on top of all current and future regulations and requirements.

Laurie Berman, lberman@pondel.com

Interning from My Bedroom: Lessons Learned While Working Virtually

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By Maisey McGinnis

Pre-pandemic, I always pictured what my first internship experience might look like: commuting to a fancy office building in downtown Los Angeles or Century City, sitting around a big conference room table at company staff meetings, and maybe even attending a lunch or two with local reporters, investors or clients. My vision never included working from the comfort of my apartment, sometimes even from my bed.

Instead of commuting during the morning rush hour, I get to sleep in a little longer. The big conference room idea now is me at my desk joining meetings via Zoom. And although I do sit in on meetings with reporters, investors and clients, it is always behind a phone or computer screen.

My experience working remotely will likely continue, at least for the time being. Interning from my bedroom during the last seven months has not come without its challenges, so I thought I would share a few lessons learned:

PondelWilkinson’s Maisey McGinnis at home with her dog Crosby.

1. Don’t be afraid to ask questions, even if you need to clarify three or four times.

For me, the most nerve-wracking part about working remotely was being on my own without anyone at my side to guide or direct me. In my previous in-person jobs, I always had a boss or co-worker in the same room or close by that I could easily ask questions if I was confused or unsure of something. Working virtually eliminates that, so having clear communication becomes even more important. Asking questions – and lots of them – has been crucial in my understanding of what I need to do and how I need to do it. Virtual communication, whether that be phone calls, emails or texts, can often cloud meaning and intent, so making sure you fully understand what you are doing before you start is the key to avoiding unnecessary work.    

2. Check your email often. More often than you think you will need to.

Working virtually takes away from the natural connection people have with each other in person. A co-worker can no longer come to your office or desk and ask if you got their email. Even as an intern, I receive and send what seems like hundreds of emails a day (a few dozen is more likely). With all the work activity, it is easy to glance over and forget to reply to an important email, check the spam folder or hit send on a draft. When email (aside from the occasional Zoom meeting or phone call) is the primary method of communication with co-workers and clients, I don’t think we can check it enough. Refreshing the inbox every 10 minutes or so seems to work well for me.

3. Try to take a lunch break away from the computer.

Since the start of the pandemic, I have invested in several pairs of blue light glasses. Whether they actually make a difference is still unclear (no pun intended), but the amount of daily screen time from remote classes, remote work and general phone usage was concerning enough for me to take action. One of the most important lessons I have learned throughout this experience is the importance of taking lunch – or a break – away from the computer and the blue light. This may include eating lunch on my balcony or taking my dog Crosby on a walk. Breaking away from the computer has been a huge part of maintaining my well-being while working and attending school remotely.

4. Don’t put off your work just because you can.

Since I am not in the office, I can work on various projects at my leisure unless they have specific deadlines. I can start at 8 a.m. on Monday and noon on Tuesday depending on what I need to accomplish for the day. This flexibility is great when running an errand or attending to an appointment. The flexibility, however, also can have a negative impact, especially when I put off updating a calendar or media list and realize it’s 7 p.m. Not having the office space to distinguish between work and home blurs the lines for knowing when to be working. Just because we can do our work at unconventional hours doesn’t always mean we should. Maintaining a work-life balance has been one of the harder lessons learned.

Despite my initial expectations, I have learned more than I could have ever anticipated and believe my experience at PondelWilkinson is allowing me to grow professionally in my public relations and investor relations career. Interning from my bedroom may not seem like the most glamorous experience, but I guarantee I have learned just as much, if not more than I would have in one of the fancy office buildings I originally pictured. 

Maisey McGinnis is currently interning remotely at PondelWilkinson. She is a student at the University of Southern California studying communications, public relations and advertising. When she’s not working or studying, Maisey enjoys hiking, traveling, reading a good book, and taking her Maltese, Crosby, on walks at the park. After graduation, she hopes to put her new found skills to use in Los Angeles or New York.

Protecting Your Brand in an Age of Social Justice

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PondelWilkinson’s CEO Roger Pondel was among the speakers of a panel discussion hosted by the Association For Corporate Growth – Silicon Valley that provided keen insight on the impact of social justice movements on corporate brands and reputations. Click to watch the full discussion below.

Public Companies Prosper in Pandemic

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PondelWilkinson’s CEO Roger Pondel was interviewed by Reporter Mark Madler of the San Fernando Business Journal for a special report titled, “Public Companies Prosper in Pandemic.” Read the full story below.

SFVBJ_Digital_Edition_2021-07-19_page13-2

Performance Rules, but Perception is Everything: How to Know What Investors Truly Think About Your Company

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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, jmisakian@pondel.com

SPACs: No Small Potatoes, and Still Growing Like an Idaho Spud

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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? 

SPACs are growing like Idaho spuds and loved by investors.

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, lberman@pondel.com

Roger Pondel, rpondel@pondel.com

Almost There and Entering Yet Another New Comfort Zone

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One year into the pandemic, it is clear that our personal and business lives have changed in so many ways, some of which will become permanent. We were forced to step out of our comfort zones, and what became a new comfort zone for many is about to change again, this time in a positive way. We are almost there.

Over the recent months, PondelWilkinson conducted an anecdotal survey among those with whom we regularly interface – corporate executives, analysts, business journalists, investors, among others. We asked about comfort zones and life changes.

Sans reciting statistics, here are some random thoughts of what we learned, in no particular order:

Photo credit: Roger Pondel
  • Most people are working odder and longer hours from their home offices, but with generally less stress.
  • We are seeing our clients much more often, albeit not in person.
  • Productivity has improved significantly, with no more time wasted on daily commuting and out-of-town business trips.
  • Zoom fatigue is far less taxing than jet lag fatigue.
  • Lunch times have gone to about 15-20 minutes from about 45 to 60 minutes, and to a feeling of almost being free from an average daily spend of about $15.
  • It ispossible to complete financings, including IPOs, 100 percent virtually.
  • It is possible to do a non-deal-road show in one’s pajama bottoms. “I will never do an old-style road show again,” quipped more than one CEO and CFO.
  • Activist investors built foothold positions during the early pandemic stages when valuations tanked. Today, those investors are beginning to flex their muscles and raise their voices.
  • Retail investors, with more time on their hands, are investing more and taking up more of management’s time.
  • A new investor spotlight is shining on ESG considerations, and companies need to pay attention.
  • Many annual meetings will remain virtual from now on. Chocolate chip cookies at those meetings are pleasures of the past.
  • M&A transactions came to a halt, but they are roaring back.
  • Fewer cocktails are being consumed. Huh?

Most respondents said we are “almost there,” meaning back to some degree of normalcy. But most believe that a majority of the populace will continue to wear masks for years to come, particularly on airplanes and in group meetings, and certainly for the remainder of 2021.

About stepping out of one’s comfort zone, my therapist wife is an advocate of doing so purposely, especially in times like these. While there has been no choice about accepting changed routines, she believes it is critical to proactively embrace them, along with seeking new challenges. More than that, she says, “It is proven that those who regularly step outside their comfort zones become more emotionally resilient and creative and hold distinct cognitive advantages over those who do not.”

Aside from working at home, I recently stepped out of my comfort zone in a number of ways. I have become a bird photographer on early morning jogs. I now bring out the garbage without being asked to do so, almost every day. I help with the dishes, almost regularly. And sometimes, I even surprise my wife by making the bed … a tip for which I must give credit to our long-time corporate counsel, Gary Freedman.  

“Increasing the number of tasks one can handle and doing altogether new things propels personal and professional development,” Fay Pondel says. “Getting comfortable with being uncomfortable stimulates innovation. Embracing the unnervingly unfamiliar opens oneself to accomplishing more than ever dreamed possible and leverages untapped potential.”

Are we back to normal yet? Almost.

Roger Pondel, rpondel@pondel.com