NYSE Proposes Changes to Material News Notification Requirements for Listed Companies

September 14, 2015

By Matt Van Tassel, Business Wire

Last week the NYSE submitted a proposal to the SEC to update some of their material news requirements for listed companies. The two points of the proposal that will be of most interest to Business Wire clients are the extension of the pre-market notification requirement and a change to when companies should disclose announcements after market.

Pre-Market Notification

The proposal expands the time for companies to comply with the Material News Policy to between the hours of 7:00 AM – 4:00 PM Eastern. Currently companies must disclose material news announcements to the NYSE, at least ten minutes prior to wire dissemination between the hours of 9:30 AM – 5:00 PM Eastern.  The reasoning behind the expansion is that most material news is released prior to 9:30 AM and has the potential to cause both price and volume volatility on other markets during this time, as well as at market open.

Note: Newswires like Business Wire do not handle pre-notification of material news to the exchange. 

Post-Market News Dissemination (4:15 PM is the new 4:00 PM)

The NYSE is proposing companies should wait to disseminate their material news announcements until either the publication of their securities’ official closing price on the Exchange or 15 minutes after the scheduled closing time on the Exchange (which is 4:00 PM Eastern). Why you may ask? Even though the NYSE is closed at 4:00 PM, there are other markets where those securities are being actively traded. This in turn can create discrepancies in the stock’s pricing which may cause investor confusion.

We will continue to monitor these proposed changes to the NYSE notification process and keep you updated.

For additional details, visit Dodd-Frank.com’s summary of the proposed changes.

Click here to share this NYSE proposed change on Twitter:  http://ctt.ec/Lsh31

Time It Right: The Importance of Financial Calendars

September 25, 2014

By Hannah Kelly, Business Wire Paris

What is a financial calendar?

A financial calendar (also referred to as an economic calendar) is used by traders, shareholders and the media alike, in order to track the important events of the economy. The majority of the time, this is to check for market-moving events, such as monthly jobless claims, factory orders and debt auctions which are all found in the economic calendar. Several high-profile sites such as Bloomberg and Forex publish release dates for forthcoming economic reports each week.

Bloomberg Editorial Calendar

Each audience segment utilizes this information in a different fashion. A trader for instance, may implement a specific strategy based on the proposed outcome of a report, while a newsroom will adjust their coverage and focus, based on that same report.

Why is the calendar important for public companies?

Companies use the economic calendar in order to avoid scheduling conflicts with their conference calls, investor days, and other important events. The calendar is vital in anticipating workload, keeping to a schedule and keeping everyone up-to-date and informed.

However, in addition to following the economic calendar, companies should also be aware of the dates and times of companies within their respective industry – you wouldn’t want a top analyst to have to choose between your company and your top competitor. Best practice is to try and schedule the event close enough but not so close that an analyst or reporter cannot cover both.

How should the calendar be used as a tool when a company is setting up their next event?

Press releases:  Many traded companies choose to note key dates in certain press releases, which works excellently. Those who read your first quarter results will likely be reading the next quarter, so why not quickly mention their publication date?

Investor HQ:  Here at Business Wire, we offer InvestorHQ, a web-based content management system that allows clients to manage a search-engine optimized online newsroom. Since InvestorHQ  is a CMS (content management system), events can be posted simply by entering the date, time and location. Audio and visuals can be also be added to the calendar, and email invitations can be sent with a link to the Event page, through which investors can register and receive reminders for that particular event.

No more excuses – no matter how big or small your company is, the financial calendar should play an essential role in scheduling your next event!

A.G. Schneiderman Applauds Decision by Business Wire to Prohibit High-Frequency Traders from Purchasing Direct News Feed

February 20, 2014

Business Wire issued a press release today that we will no longer allow high frequency trading firms to license direct feeds. We’re pleased to see NY Attorney General Schneiderman’s reaction to the decision, stating: “I strongly encourage other participants in this industry to follow the leadership of companies like Business Wire and join us in the effort to level the playing field between high-frequency traders and the rest of the investing public.”

To quote our CEO, Cathy Baron Tamraz, “Our most important assets are our reputation and the trust we have earned from our clients and other market participants for more than a half century. Therefore, we have pro-actively made the decision to terminate these feeds.”

(note: the link to the NY AG press release has been updated)

Investor Thoughts on the SEC’s Proposed Disclosure Reform

February 13, 2014

By Farah Merchant, Business Wire

SEC Chair Mary Jo White recently issued a staff report to Congress on disclosure reform initiatives.  The report, mandated by Congress in the 2012 Jumpstart Our Business Startups (JOBS) Act, offers an overview of the SEC’s Regulation S-K.

Regulation S-K pertains to disclosure, and first applies to companies upon IPO that register with the SEC using form S-1, and refers to ongoing reporting requirements in Forms 8-K and 10-K.

SEC reportWhite’s primary concern is the risk of information overload to investors, and she defined information overload as, “a phenomenon in which ever-increasing amounts of disclosure make it difficult for an investor to wade through the volume of information they receive to ferret out the information that is most relevant.”

She believes the guidance needs to be updated as there is repetition in disclosure, where certain items appear in more than one section, i.e., information on legal proceedings that appears in its own section but also in the notes to financial statements, risk factors and MD&A.

White addressed the need for input from market participants for the following proposed recommendations:

  • Recommending that companies file a “core document” or “company profile” with information that changes infrequently (needs to be reworded)
  • Amending the filing process by streamlining and simplifying disclosure requirements to reduce administrative costs
  • Researching ways to enhance the presentation and communication of information; and to use technology to address these issues

Click here for a copy of the full SEC report.

Is less disclosure more helpful or harmful to investors?

According to a recent Fortune article, the early opinion on the street is that although the disclosure requirements of the SEC may need an updated and possible streamlining, the information currently available is useful and helpful.

Although it may be true that not all investors read a filing in full, there are many that do, as the full filing provides insight on investment and voting decisions. By having more information available, investors feel that they can be more diligent in assessing risks. If nothing else, the recent financial crisis has taught investors a valuable lesson and that is to be more informed, more educated and to not discount risks.

So already we have a difference of opinion. On one hand you have the SEC looking to ‘simplify’ their disclosure process, with the possibility of reducing the amount of information necessary for companies to meet disclosure requirements. On the other hand, you have the street, which at first blush is more than happy with the amount of content and would be happy to receive even more granular details.

So where do you stand on SEC disclosures: More, less, or just right?

Best Practices Guide to Successfully Navigating Social Media for Publicly-Held Companies

January 16, 2014

By Serena Ehrlich, Director of Social + Evolving Media

We are excited to share our latest guide for investor relations and corporate communication professionals outlining the steps they should take (and avoid) to both engage and manage their reputation across social channels.

Business Wire Benefits of SM for IROs

This report details the opportunities and risks of using social media as both a research and communication tool in today’s investor relations programs.  Included are 12 ways investor relations professionals can leverage social media tools for a stronger, more effective engagement program, as well as 12 reasons why social media platforms are not compliant communication tools.

Embracing social media as a news sharing and engagement tool

Business Wire continues to advocate utilizing social media channels to amplify the visibility of company news.  These channels, designed to enhance the communication between organizations and their members, are perfect for brand advocacy.

Business Wire’s guidance for running a successful and legally compliant socially oriented investor communication program include:

  • How to spot an emerging crisis or reputation attack using social media monitoring
  • The importance and impact of multimedia to analysts and other key constituents
  • Real time communications, or why live tweeting earnings works so well
  • Ways to initiate and expand third party sharing of pertinent company information increasing the visibility and authority of your news

Avoiding social channels as a sole means of sharing financial or disclosure oriented news

For the last 4 months, we have taken a long hard look at the concept of utilizing social media distribution channels for financial disclosure.  While we are obviously big fans of utilizing social media as a tool to share news and information, the technology simply is not there yet for these channels to replace traditional disclosure platforms.

Business Wire’s guidance on why social media platforms are not appropriate as the sole method of disclosure includes:

  • Potential coverage limitation
  • Lack of visibility of social updates
  • The impact and risk of message modification
  • Social network demographics and usage rates

To download this free guide in its entirety, visit http://go.businesswire.com/social-media-for-financial-disclosure
Share this with your friends!  Tweet this news out in one click by visiting http://ctt.ec/UEbvf

Want to schedule a time to speak with a Business Wire sales representative about social media, news distribution and disclosure compliance?  Let us know!

Critical Content for an IR Site: Press Releases Most Viewed Within Investor Centers

January 13, 2014
Ibrey Woodall, VP, Web Communication Services

Ibrey Woodall, VP, Web Communication Services

By Ibrey Woodall, VP, Web Communications Services

We’ve heard from naysayers for years now that the press release is dead, especially within the financial industry. The statistical truth, however, is that the press release is, by far, the most accessed type of content within an investor relations center, or IR site.

At Business Wire, we work with thousands of publicly traded companies to disseminate press releases containing important financial data. Many of those organizations have also partnered with Business Wire to host their IR site. As we monitored these sites, we noted that the most popular content ranked as follows for 2013:

  1. Press Releases
  2. Events and presentations
  3. Executive biographies
  4. Annual reports and other financial documents
  5. Analyst coverage

With hundreds of thousands of views, the press release reigns supreme as it is viewed almost seven times more than events and presentations, the second most preferred content type. Views for all content types increased from 2012 to 2013. Interestingly enough, executive biographies grew over 300 percent, passing annual reports by a level.

I’ve always championed the frequently asked questions or FAQ section, particularly for the IR site, and it is next in line after the top five content types above. Financial communications can be complex at times, and investors, analysts and financial reporters have a lot of questions they need answered quickly. It makes it straightforward for all parties if the most common questions are provided with the most current answers.

Due to the demand for press releases, it is vital that they post simultaneously and directly to the IR site as they are distributed via the newswire. Categorizing releases not only by date, but also by subject matter, will make them easier to review and manage.

Regulation Fair Disclosure: Once Again in Critics’ Cross Hairs

January 3, 2013


The need for better and broader disclosure: social media added to Reg FD-compliant disclosure vehicles is the way forward.

By Neil Hershberg
If misguided regulatory reformers have their way, the passage of Reg FD will be remembered as “The Golden Age” of full and fair disclosure.  The global paradigm of investor protection and market fairness is once again under attack by detractors, who have seemingly forgotten the landmark directive’s true spirit and intent — as well as its clearly defined compliance criteria.

Reg FD has been a lightning rod for criticism since its adoption in 2000. The latest threat promises to further emasculate Reg FD, eroding the “level playing field” that the SEC sought to enshrine for all market participants.

Critics are pushing for the recognition of social media platforms, such as Facebook and Twitter, as Reg FD-compliant channels for investor communications. Clearly, regulatory disclosure was never intended to be a “friends and family” rewards program, but rather a compliance model designed to service the information needs of the entire investment community.

Netflix and the SEC

The latest disclosure debate recently boiled over when Reed Hastings, the CEO of Netflix, revealed on his Facebook page last July that viewers had downloaded one billions hours of streaming video the previous month. Netflix’s stock spiked to a six-week high following the post, rising 13 percent and increasing the company’s market value by $542 million in one day, according to news reports. 
While there were other mitigating factors that likely contributed to the sharp rise in share price, the steep escalation in capitalization caught the attention of SEC watchdogs.
According to the SEC, Hastings’ post contained material information that should have been broadly disseminated, as opposed to being selectively disclosed to his fortunate Facebook followers.  The SEC filed a Wells Notice against both Hastings and Netflix for violating Reg FD. While the agency’s staff is recommending that a civil claim is warranted, the commissioners must still decide whether to pursue the allegation.
Interestingly, Netflix filed an 8-K to announce the SEC action, and subsequently submitted a regulatory filing to announce that Hastings’ salary would double in 2013. Netflix obviously has developed a new appreciation for recognized disclosure tools in the wake of the SEC reprimand.  
The battle lines over the use of social media have been drawn; Hastings has become the “poster boy” of social media supporters who are aggressively lobbying the SEC to revisit Reg FD and adopt new flexibility toward the use of social media.
A close look at the facts, however, confirms that enabling issuers to rely exclusively on social media to reach investors would be a major step backwards, and threatens to reverse the enormous progress made in the dozen years since Reg FD was enacted.
According to Compliance Week, Hastings’ post was not on Netflix’s corporate Facebook page, but was published on one of his three personal Facebook accounts. Clearly, investors should not have to guess whether material information is hiding behind Door #1, Door #2, or Door #3.
Reg FD is remarkably clear on this point: all investors have an equal right to simultaneous, real-time access to market-moving information. They should not have to play the Netflix equivalent of “Three-Card Monte” to get access to corporate developments that may influence their investment decisions.
The Dilemma Facing Journalists & Analysts
Liz Hester, in an article for “Talking Biz News” (a site that is popular among business journalists), described the dilemma facing journalists and analysts in the event that social media supplants closely monitored disclosure platforms:
“This means that as a business journalist you’d better be Facebook friends, a Twitter follower, Instagram tracker, blog reader and somehow connected through every social media to the people you cover,” Hester wrote. “This means your feeds will have to cover everyone from the CEO to the marketing officer to the press person. Good luck weeding through all the baby photos for real news.”
Supporters of social media have seized the opportunity to attack the SEC’s stance on the use of online platforms for disclosure compliance.
“The SEC wants CEOS to use press releases, investor conference calls or formal SEC filings to communicate,” wrote Larry Popelka, a Bloomberg Businessweek contributor in a column that appeared on SFGate.com. “The problem with these communications is that they are cold, formal, and often don’t provide meaningful insights into company leaders’ thinking. Individuals and organizations that use social media have discovered that it is a much richer, more effective way to communicate.”
Popelka’s arguments are deeply flawed. How are messages that are limited to 140 characters, for example, an improvement in terms of providing “meaningful insights into company’s leaders thinking?”  More importantly, the purpose of disclosure has obviously been lost on Popelka.  Disclosure was never meant to be “warm and fuzzy.” Rather, the objective has always been to be “full and fair.” And Reg FD — in its current incarnation — does an exemplary job in accomplishing this goal.  
A Unified Effort to Bolster Disclosure
The warring factions should put their differences aside and join forces in a united effort to bolster disclosure. There is an underlying commonality of interests that everyone can agree to: the need for better and broader disclosure. 
The reality is that this should not be an either/or proposition. Social media is here to stay, and its importance is growing daily. Social media should be an integral part of virtually every investor communications program, in addition to any Reg FD-compliant disclosure vehicle. Using social media tools to supplement other distribution channels is a strategy that has near-universal appeal.
Herb Greenberg, the respected CNBC market commentator who first broached the issue of whether Netflix violated Reg FD last July, puts the issue into its proper perspective:
“Posting material information on a CEO’s personal social media page simply isn’t fair disclosure — no matter how many people follow it,” Greenberg concluded. “Bottom line: I’m all in favor of social media as a point of dissemination. They aren’t going away. But public companies and executives want to use them, and they have to play by the rules. That means, simply, issue a press release at the same time. Simple common sense, don’t you think?”


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