By Thomas Becktold, Senior Vice President, Marketing
The Wall Street Journal’s Ben DiPietro (@BenDiPietro1) recently filed a story, “The Dos and Don’ts of Social Media Disclosure.” Not surprisingly, we have something to add.
Ben interviewed E. Terrell Gilbert Jr., an attorney at Arnall Golden Gregory LLP, who provides some solid advice to IROs, like this, “Where I think companies are prone to slip up is if focus solely on the new ways to communicate with investors but forget the basics of disclosure.”
Where the article falls short is that it doesn’t distinguish between investor communications and disclosure on social media. It doesn’t address ownership issues of executives’ personal social media accounts that are used for investor communications. It also lumps investors into a single homogenous group, where IROs know that buy-side and sell-side investors have significant differences in their preferred communications platforms and content.
While Gilbert rightly suggests that a CEO should send out a tweet that includes a link to a press release to provide more detail about the company, he mixes up disclosure and investor communications.Here’s why: the press release is the disclosure, not the CEO’s tweet.
The press release would be filed as an 8-K, issued on the wire and posted to the company’s website to ensure full and simultaneous distribution and access to all market participants. The CEO tweet is an additive part of investor communications, providing an opportunity for the CEO to more directly engage audiences, not unlike an open earnings conference call.
Gilbert notes that if companies want social media to be the first place they make market-moving information public, they should “take the right steps to let investors know the CEO’s Twitter account or Facebook page is the recognized channel of distribution…” I’m not a lawyer, so I don’t dispute the accuracy of what he says, but from a communications perspective, there are a lot of problems here.
First, if you’re going to establish an executive’s personal social media account as a disclosure channel, you better lock down some written ground rules to protect the company. If the executive leaves, does he take his channel and the followers with him? Is it ok for the executive to mix in personal posts (“look at my kid’s new puppy!”), photos and comments that may be of no interest to investors?
The National Investor Relations Institute’s Southern California chapters recently had a panel discussion on “The Future of Investor Communications.” I was fortunate enough to be on that panel with Ben Claremon, a research analyst at Cove Street Capital. That discussion provided a microcosm of the varying needs of investor constituents. Claremon was clear that he did not want companies using Twitter, Facebook or other social channels to disseminate material news. As he put it, investing and investor communications is serious business, and using the latest social channel “trivializes what we are doing.” He wants relevant information via trusted channels in a timely manner.
As we’ve discussed before, social media was not designed for disclosure, does not provide simultaneous delivery to all market participants and is often loaded with non-relevant content. Your followers or readers don’t see every post from their followers.
Facebook uses hundreds of factors to determine which posts a user would be most interested in seeing, all beyond the control of the disclosing company. Twitter offers promoted tweets, allowing an advertiser to jump ahead of organic tweets. In all social media platforms, the likelihood that your users actually see the content you share is a function of how frequently they visit their channel, how many people they follow, how much those folks post and the type of content they engage with, among other factors.
Gilbert points out that “the FD in regulation FD stands for fair disclosure” and we most certainly agree. Social media should be used as an additive to investor communications, but in no way does it provide a level playing field for all market participants.