Doug Cornelius on compliance for private equity real estate
Francine McKenna, of re: The Auditors, put together a great study on how the Fortune 100 are using Web 2.0 for investor relations. There are some. But for the most part, they are not using web 2.0.
The Downside:
The Upside:
Hopefully your annual meeting of investors or shareholders went better than the annual meeting for Fortis. Shareholders in Ghent, Belgium threw shoes, coins and ballot boxes. (There is even video.)
Broc Romanek put together his thoughts on Proxy Season Developments: Ten Signs that Things are Changing Online.
There is also an opportunity to review the success of the online delivery of materials through the Notice and Access Rules. Dominic Jones of the IR Web Report pointed out some statistics on its effectiveness. According to the Broadridge Notice and Access Resource Center there is a big cost savings, but also a big drop in shareholder participation.
But 2.0 tools are giving more power for investors to voice their views as part of the annual meeting. Shareholder activist Robert A.G. Monks posted a transcript of his presentation of five proposals at the Exxon meeting. You can also hear the entire meeting.
References:
Richard Brewer-Hay made it into the Wall Street Journal and even got his photograph included. Who is he? He is part of the next wave of investor relations professionals who are using web 2.0 tools to provide investors with company information. In 2008, Richard started using a blog as part of eBay’s investor relations: eBay Ink Blog.
Richard then saw Twitter as a useful tool for sending out investor relations information. eBay’s lawyers even gave it their blessing. (After they found out about it and required some disclosure language.) The first big test was the March 11 shareholder meeting where he live tweeted from the audience, broadcasting the meeting beyond the four walls of the room.
The Securities and Exchange Commission laid the groundwork for this approach in the August 2008 Guidance on the Use of Company Website [Release 34-58288] (.pdf) The SEC stated that: “We acknowledge the utility these interactive web site features afford companies and shareholders alike, and want to promote their growth as important means for companies to maintain a dialogue with their various constituencies.” At today’s Society of American Business Editors and Writers convention in Denver, Mary Schapiro noted that the SEC favors greater and broader disclosure [using Twitter and other tools to communicate with investors] but that it hasn’t come to a resolution on the new technology.”
The first step is the analysis of whether and when information is “public” for purposes of the applicability of Regulation FD. In the guidance, the SEC laid out a three part test for “companies to consider whether and when: (1) a company web site is a recognized channel of distribution, (2) posting of information on a company web site disseminates the information in a manner making it available to the securities marketplace in general, and (3) there has been a reasonable waiting period for investors and the market to react to the posted information.”
The next step is to consider whether and when postings on their web sites are “reasonably designed to provide broad, non-exclusionary distribution of the information to the public.” (Rule 101(e)(2) of Regulation FD.
Lastly, the company needs to keep in mind that the antifraud provisions of the of the federal securities laws, including Exchange Act Section 10(b) and Rule 10b-5 are applicable to the content of its web site.
It was great to see eBay’s effort being lauded in the WSJ. It is strange that other companies have not joined the trend. I would guess that there is a lack of business results associated with the transition from web 1.0 to web 2.0. To make the transition, an investor relations professional would need to show that one of the following is true:
I think it is hard to show that they could achieve any one of these goals. Perhaps you could show that the content management of a blog is less expensive and easier to maintain than a commercial product. WordPress (which powers Compliance Building) is free and offers great content management tools. You would also need to make the transition from using the public relations news wire services to the blog platform in order to comply with the selective disclosure rules of Regulation FD.
Personally, I think it is the better way to go. Companies can better control the message by using their own website to communicate with investors. But you nee people like Richard to prove the value proposition. We also need the SEC to take a better position on using these tools.
Are there other companies making the most of web 2.0 and joining the Investor Relations 2.0 movement?
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eBay took a bold move yesterday, using Web 2.0 tools for investor relations. During its first analysts’ meeting in three years, eBay management had a live twitter stream with live coverage of the meeting and bloggers with just less than live coverage of the meeting.
The securities industry seems to be struggling with Web 2.0 tools. (In fairness, most industries are struggling to with Web 2.0 tools.) Blame uncertainty about these relatively new tools. Blame securities class action law suits. Blame the SEC for a lack of guidance. It looks like eBay was tired of excuses and decided to jump into the world of Investor Relations 2.0.
An article from Dominic Jones of the IR Web Report caught my eye: SEC Disclaimers in the Age of Twitter. Was eBay really going to use Twitter as part of its investor relations? YES.
Apparently Richard Brewer had already been live-tweeting eBay’s quarterly earnings conference calls. Management knew he been using his eBay Ink Blog to report the quarterly earnings results, but were unaware of his use of Twitter. He was called in to meet with the lawyers. But rather than shut him down, they worked out some best practices. They came up with New Social Media Guidelines for Reporting Company Information.
“Plain and simple, eBay Inc. is a public company and, as such, must comply with SEC regulations. We feel that these guidelines will make that compliance more transparent. What follows is by no means a final set of micro-blogging/live-blogging best practices for companies but it is a step – and a very significant one at that. Something that I realize I will have to refine and evolve over time.”
That seems very sensible. The SEC’s Guidance on the use of company web sites (SEC Release 34-58288) does not give the clearest guidance but certainly opens the way for public companies to use 2.0 tools as part of their investor relations.
Richard kicked off his live Twitter coverage of the meeting with the new disclaimer crafted just for Twitter:
Which included a link to the a longer legal disclaimer. Its more than 140 characters, but still very concise.
An interesting thing about Twitter is the ability to tag the updates, allowing others to follow on that same topic. Richard used #ebayinc. This allowed you to follow not just Richard’s updates, but all of the reactions to Richard’s updates.
Richard also compiled the twitter updates into a traditional blog post: eBay Inc. Portfolio Roadmap Preview by John Donahue. (Did I just call a blog post traditional?)
With all of that live information and feedback, eBay’s regular investor relations page looks very cold and lifeless. It does not seem to have as much information. Perhaps it is even less relevant?
In the end, Web 2.0 tools are just communication tools. They are not that different than traditional read-only web pages or email. They do allow for easier, faster and more robust communications. You can see the difference in the comparison between the traditional eBay Investor Relations website and the eBay Ink 2.0 website.
How is your company using web 2.0 tools for investor relations?
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