There are no prerequisites.

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.


Steven M. Bragg, CPA

Steven M. Bragg, CPA, is a full-time book and course author who has written more than 70 business books. He provides Western CPE with self-study courses in the areas of accounting and finance, with an emphasis on the practical application of accounting standards and management techniques. A sampling of his courses include the The New Controller Guidebook, The GAAP Guidebook, Accountants’ Guidebook, and Closing the Books: An Accountant’s Guide. He also manages the Accounting Best Practices podcast.

Steven has been the CFO or controller of both public and private companies and has been a consulting manager with Ernst & Young and an auditor with Deloitte & Touche. He holds an MBA from Babson College, a Master of Finance from Bentley College, and a BA from the University of Maine (summa cum laude).

Course Specifics

Aug 30, 2017
There are no prerequisites.

Compliance Information

Qualifies for CA Fraud: No

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


What is Investor Relations?

The Investor Relations Officer

Investment Message





The Investor Relations Staff

Investor Relations Funding

Specific Advantages of Investor Relations

Interactions with Public Relations

The Securities and Exchange Commission


Chapter 1 Review Questions

Chapter 2 – The Value Proposition

Learning Objectives


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


Chapter 2 Review Questions

Chapter 3 – Communicating the Message

Learning Objectives


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


Chapter 3 Review Questions

Chapter 4 – Regulation FD

Learning Objectives


The Essentials of Regulation FD

Compliance with Regulation FD

Policies and Procedures

Investor Relations Participation


Chapter 4 Review Questions

Chapter 5 – The Earnings Call

Learning Objectives


Earnings Call Attendees

Earnings Call Logistics

Structure of the Earnings Call

The Question and Answer Session

Earnings Call Variations

Earnings Call Bad Behavior


Chapter 5 Review Questions

Chapter 6 – Guidance

Learning Objectives


The Case for Guidance

Guidance Guidelines


Type of Information

Guidance Range


How Guidance is Communicated

The Preannouncement

The Guidance Schedule

Aggressive Guidance

The Consensus Earnings Estimate

When Not to Issue Guidance


Chapter 6 Review Questions

Chapter 7 – The Forward-Looking Statement

Learning Objectives


The Legal Basis of the Forward-Looking Statement

The Private Securities Litigation Reform Act

The Safe Harbor for Forward-Looking Statements

The Cautionary Statement


Chapter 7 Review Questions

Chapter 8 – The Investor Relations Website

Learning Objectives


Contents of the Investor Relations Website

Functionality of the Investor Relations Website


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


Chapter 8 Review Questions

Chapter 9 – The Sell Side and the Buy Side

Learning Objectives


The Sell Side

The Analyst

The Stockbroker

The Investment Banker


The Buy Side

The Institutional Investor

The Buy Side Analyst

The Hedge Fund

Sovereign Wealth Funds

The Individual Investor

The Foreign Investor

Investment Clubs



Chapter 9 Review Questions

Chapter 10 – Investing Strategies

Learning Objectives


Investing Strategies

Implications for Investor Relations


Chapter 10 Review Questions

Chapter 11 – Short Sellers

Learning Objectives


The Short Selling Strategy

Ethical Techniques

Less Ethical Techniques

The Short Seller Target

Short Interest

Dealing with Short Sellers

The Passive Approach


Chapter 11 Review Questions

Chapter 12 – Stock Exchanges

Learning Objectives


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


Chapter 12 Review Questions

Chapter 13 – Share Management

Learning Objectives


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


Chapter 13 Review Questions

Chapter 14 – SEC Filings

Learning Objectives


The Income Statement

The Balance Sheet

Current Assets:

Non-Current Assets:

Current Liabilities:

Non-Current Liabilities:


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


Chapter 14 Review Questions

Chapter 15 – Annual Meeting Planning and Voting

Learning Objectives


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


Chapter 15 Review Questions

Chapter 16 – The Initial Public Offering

Learning Objectives


Reasons for and Against an IPO

The Initial Public Offering

The Reverse Merger

Blue Sky Laws

The Role of Investor Relations in an IPO


Chapter 16 Review Questions

Chapter 17 – The Sale of Restricted Stock

Learning Objectives


Restricted and Unrestricted Stock

The Accredited Investor

Regulation D Stock Sales

Regulation A Stock Sales

Rule 144 Stock Sales


Chapter 17 Review Questions

Chapter 18 – The Road Show

Learning Objectives


The Fund Raising Road Show

Road Show Routing

The Presentation Team

Presentation Format


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


The Reverse Road Show

The Presentation

Road Show Preparation

Road Show Logistics and Other Meeting Issues

Road Show Boredom


Chapter 18 Review Questions

Chapter 19 – Third Party Investor Relations Services

Learning Objectives


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


Chapter 19 Review Questions

Chapter 20 – Share Performance Measurements

Learning Objectives


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


Chapter 20 Review Questions

Review Question Answers and Rationales



Qualified Assessment

Answer Sheet

Course Evaluation

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