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Course Description
When a company is publicly held, it has an obligation to communicate with the investment community on a regular basis. Doing so raises general awareness of the business and creates an understanding by investors of how a company generates value. The Investor Relations Guidebook reveals how a business should structure its investor relations function to enhance communications with the outside world. This course covers how to communicate with investors, manage earnings calls, issue guidance, develop an investor relations website, plan for an annual meeting, conduct a road show, and much more.
Instructor
Learning Objectives
Upon successful completion of this course, participants will be able to:
Chapter 1
- Identify how an investor relations officer uses communication and limitations on being the face of an organization
- Name a common position for a specialist in the investor relations department
- Specify the mandate of the SEC
Chapter 2
- Cite what should be included in value proposition background research
- State a way to increase the perceived valuation of a company
- Identify the basis of the customer credibility proposition
- Determine how to stick with a value proposition long-term
Chapter 3
- State aspects of an earnings press release
- Name people responsible for approving the release of public information
- Define the contagion effect
Chapter 4
- Identify the purpose of Regulation FD and how to comply with it
- Cite what should be done under Regulation FD in the case of a non-intentional disclosure of non-public information
- List a way a non-public disclosure form may be helpful
Chapter 5
- Identify how to begin and what should be part of an earnings call
- Name the moderator for Q&As in an earnings call
Chapter 6
- Cite the purpose of guidance
- Specify when to change the range of guidance and when guidance should not be issued
Chapter 7
- Define a class certification
- Identify effects of the Private Securities Litigation Act
- Name the purpose of safe harbor provisions and where they are applied
Chapter 8
- Specify where SEC filings should be listed on an investor relations website
- Identify how the SEC determines if a company has adopted a hyperlink from the SEC website
- List which statements the antifraud provisions of federal securities law apply to
Chapter 9
- List a characteristic of the sell side of investing
- Cite a reason for having fewer analysts in the field
- Identify a topic that the investor relations officer should present to stockbrokers
- Name a problem with institutional investors
Chapter 10
- Determine when an investor is following a particular investing strategy
- Specify how the merger arbitrage strategy works
- Define a stock purchase plan
Chapter 11
- List where short sellers borrow shares from and the type of companies they target
- Define short interest ratio
- Name correct and incorrect strategies for dealing with short sellers
Chapter 12
- State whey having shares on a stock exchange is a good thing
- Identify a requirement for a company to qualify for the NYSE using the asset and equity alternative
- Name special listing requirements of the Toronto Stock Exchange
- Cite when a company lists securities on Pink Sheets
Chapter 13
- Cite a method for increasing float
- List characteristics of direct stock purchase and dividend reinvestment plans
Chapter 14
- Cite where liabilities are shown in SEC filings
- Specify the type of financial information statement where the indirect method could be used
- Name legislation that regulates the disclosure of non-GAAP information
Chapter 15
- Identify a characteristic of shares held in street name
- State where a script is used in an annual shareholder meeting
- List a purpose of a proxy solicitor
- Define householding
Chapter 16
- Specify the purpose of an SEC comment letter
- Define a reverse stock split and public shell company
- Identify permissible behavior during an IPO
Chapter 17
- Cite a characteristic of restricted stock
- Name a requirement or restriction on a Regulation D stock sale and fundraising under Regulation A
Chapter 18
- Determine who should lead the road show presentation team
- Cite a reason why sell-side firms like to arrange road shows
- List items that should and shouldn't be discussed and a common mistake that can cause boredom in a road show presentation
Chapter 19
- Name a cost-effective way to use an investor relations consultant
- Specify how a proxy solicitor is most likely to be used
- List a benefit to having a public relations firm assist investor relations
Chapter 20
- Identify the predictive capabilities of specific share performance measurements
Table of Contents
Chapter 1 – Introduction to Investor Relations
Learning Objectives
Introduction
What is Investor Relations?
The Investor Relations Officer
Investment Message
Communications
Feedback
Disclosure
Management
The Investor Relations Staff
Investor Relations Funding
Specific Advantages of Investor Relations
Interactions with Public Relations
The Securities and Exchange Commission
Summary
Chapter 1 Review Questions
Chapter 2 – The Value Proposition
Learning Objectives
Introduction
The Value Proposition Concept
Background Research
Formulation of the Value Proposition
The Problem of Too Much Market Share
The Problem of Seasonality
Communication of Risk Mitigation
The Impact of a Negative Reputation
Communication of the Value Proposition
The Value Proposition and Corporate Strategy
Summary
Chapter 2 Review Questions
Chapter 3 – Communicating the Message
Learning Objectives
Introduction
The Press Release
The Earnings Press Release
The Annual Report
The Fact Sheet
Conference Presentations and Discussions
Newspapers and Related Media
Other Forms of Communication
The Communications Review Process
The Communications Calendar
Annual events:
Quarterly events:
Other scheduled events:
The Communications Mailing List
Handling Negative News
The Negative News Response System
The Negative News Early Warning System
The Contagion Effect
The Nature of the Response
Risk Mitigation by the IRO
Summary
Chapter 3 Review Questions
Chapter 4 – Regulation FD
Learning Objectives
Introduction
The Essentials of Regulation FD
Compliance with Regulation FD
Policies and Procedures
Investor Relations Participation
Summary
Chapter 4 Review Questions
Chapter 5 – The Earnings Call
Learning Objectives
Introduction
Earnings Call Attendees
Earnings Call Logistics
Structure of the Earnings Call
The Question and Answer Session
Earnings Call Variations
Earnings Call Bad Behavior
Summary
Chapter 5 Review Questions
Chapter 6 – Guidance
Learning Objectives
Introduction
The Case for Guidance
Guidance Guidelines
Timing
Type of Information
Guidance Range
Consistency
How Guidance is Communicated
The Preannouncement
The Guidance Schedule
Aggressive Guidance
The Consensus Earnings Estimate
When Not to Issue Guidance
Summary
Chapter 6 Review Questions
Chapter 7 – The Forward-Looking Statement
Learning Objectives
Introduction
The Legal Basis of the Forward-Looking Statement
The Private Securities Litigation Reform Act
The Safe Harbor for Forward-Looking Statements
The Cautionary Statement
Summary
Chapter 7 Review Questions
Chapter 8 – The Investor Relations Website
Learning Objectives
Introduction
Contents of the Investor Relations Website
Functionality of the Investor Relations Website
Multimedia
Using the Website for Regulation FD Disclosure
Hyperlinks to Third-Party Information
Interactive Website Features
Website Information Removal
The Website and the IPO
Third Party Providers
Summary
Chapter 8 Review Questions
Chapter 9 – The Sell Side and the Buy Side
Learning Objectives
Introduction
The Sell Side
The Analyst
The Stockbroker
The Investment Banker
Summary
The Buy Side
The Institutional Investor
The Buy Side Analyst
The Hedge Fund
Sovereign Wealth Funds
The Individual Investor
The Foreign Investor
Investment Clubs
Summary
Summary
Chapter 9 Review Questions
Chapter 10 – Investing Strategies
Learning Objectives
Introduction
Investing Strategies
Implications for Investor Relations
Summary
Chapter 10 Review Questions
Chapter 11 – Short Sellers
Learning Objectives
Introduction
The Short Selling Strategy
Ethical Techniques
Less Ethical Techniques
The Short Seller Target
Short Interest
Dealing with Short Sellers
The Passive Approach
Summary
Chapter 11 Review Questions
Chapter 12 – Stock Exchanges
Learning Objectives
Introduction
Stock Exchange Overview
The New York Stock Exchange
The NYSE Amex
The NASDAQ Global Select Market
The NASDAQ Global Market
The Toronto Stock Exchange
Delisting from an Exchange
The Over the Counter Bulletin Board
The Pink Sheets
Summary
Chapter 12 Review Questions
Chapter 13 – Share Management
Learning Objectives
Introduction
Float Management
Activities to Increase the Float
Activities to Delay Stock Sales
The Direct Stock Purchase Plan
The Employee Stock Purchase Plan
Dividend Reinvestment Plans
Dividend Payments
The Stock Buyback Option
The Stock Repurchase Safe Harbor Provision
Odd Lot Shareholders
Treatment of Abandoned Property
Summary
Chapter 13 Review Questions
Chapter 14 – SEC Filings
Learning Objectives
Introduction
The Income Statement
The Balance Sheet
Current Assets:
Non-Current Assets:
Current Liabilities:
Non-Current Liabilities:
Equity:
The Statement of Cash Flows
The Direct Method
The Indirect Method
The Statement of Retained Earnings
The Form 10-Q
The Form 10-K
The Form 8-K
The Disclosure of Non-GAAP Information
Summary
Chapter 14 Review Questions
Chapter 15 – Annual Meeting Planning and Voting
Learning Objectives
Introduction
Registered and Beneficial Shareholders
The Annual Shareholder Meeting
The Electronic Shareholder Meeting
The Shareholder Voting Process
The Notice and Access Rule
The Householding Concept
NYSE Rule 452
Summary
Chapter 15 Review Questions
Chapter 16 – The Initial Public Offering
Learning Objectives
Introduction
Reasons for and Against an IPO
The Initial Public Offering
The Reverse Merger
Blue Sky Laws
The Role of Investor Relations in an IPO
Summary
Chapter 16 Review Questions
Chapter 17 – The Sale of Restricted Stock
Learning Objectives
Introduction
Restricted and Unrestricted Stock
The Accredited Investor
Regulation D Stock Sales
Regulation A Stock Sales
Rule 144 Stock Sales
Summary
Chapter 17 Review Questions
Chapter 18 – The Road Show
Learning Objectives
Introduction
The Fund Raising Road Show
Road Show Routing
The Presentation Team
Presentation Format
Summary
The Non-Deal Road Show
Road Show Timing
Road Show Routing
Sell Side Participation
The Presentation Team
Road Show Attendees
Presentation Format
Presentation Follow Up
Summary
The Reverse Road Show
The Presentation
Road Show Preparation
Road Show Logistics and Other Meeting Issues
Road Show Boredom
Summary
Chapter 18 Review Questions
Chapter 19 – Third Party Investor Relations Services
Learning Objectives
Introduction
The Investor Relations Consultant
The Stock Transfer Agent
The Proxy Solicitor
Annual Meeting Voting
The Company-Paid Researcher
The Public Relations Firm
Press Release Distribution Services
NOBO Reporting
Coordination of Third Party Services
The National Investor Relations Institute
Summary
Chapter 19 Review Questions
Chapter 20 – Share Performance Measurements
Learning Objectives
Introduction
Overview of Share Performance Measurements
Price / Earnings Ratio
Capitalization Rate
Total Shareholder Return
Market Value Added
Market to Book Ratio
Insider Buy/Sell Ratio
Options and Warrants to Common Stock Ratio
Short Interest Ratio
Institutional Holdings Ratio
Management of Performance Measurements
Summary
Chapter 20 Review Questions
Review Question Answers and Rationales
Glossary
Index
Qualified Assessment
Answer Sheet
Course Evaluation
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