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

Image

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?”

New NIRI Survey Confirms Industry’s Strong Endorsement of IR Best Practices

October 22, 2012
by Neil Hershberg, Senior Vice President, Global Media/Business Wire
Neil Hershberg

Neil Hershberg, SVP – Global Media

They are known as IR “Best Practices” for a reason: collectively, these disclosure tools meet the information needs of all market participants simultaneously and in real-time, and they promote fair, orderly, and efficient capital markets.

The good news is that the National Investor Relations Institute, the prestigious international association of more than 3,300 IR professionals representing over 1,600 publicly held companies, released its 2012 survey on corporate disclosure practices last week.  The overwhelming majority of respondents indicate that they will stick to tried and proven compliance platforms — SEC filings (91%), press releases via paid providers (89%), and publicly available conference calls/webcasts (67%) — as their primary tools to reach the investment community, and to satisfy their regulatory obligations. Interestingly, these statistics are unchanged since the last NIRI survey focusing on this issue in 2010.

The NIRI survey of 2,038 IR professionals bore a number of interesting findings, including:

  •  88 percent of respondents indicate that their companies have no immediate plans to move towards exclusive use of their corporate website to disclosure material information. Nearly two-thirds said that their companies will never exclusively use their corporate website as the only method of material disclosure information.
  •  Social media platforms (e.g. Twitter, Facebook corporate apps) are slowly being embraced by IR professionals as part of their broader disclosure arsenal. However, no single option is used by 20 percent of the universe sample.
  •  The most important factor determining the method/channel of disclosure is the materiality of the information; cost ranks as the least important influence in the dissemination decision.

The major takeaway from the membership survey’s findings is that four years after the SEC published its controversial Interpretive Guidance Release on Web-Based Disclosure, the industry has responded with justified caution, and a genuine concern and commitment that the information needs of all of its investor constituencies are addressed.

There is a clear recognition that a broadly disseminated news release that is simultaneous and freely accessed on an equivalent basis by the investment universe is the surest way to providing a level playing field for all market participants.

It also is noteworthy that IR professionals are adopting supplementary tools to reach investors, augmenting the reach of proven disclosure channels. In the NIRI survey, respondents report using over 15 different channels for disclosing information.

The NIRI survey invited members to submit open-ended, qualitative responses. Here is a sampling of what NIRI members are saying:

  •  “…I am increasing the channels that I use to communicate and not relying on any one channel, certainly not my website which requires investors/analysts to be more pro-active to access..”   (Small-cap, Other Services, Corporate, Global Brand)
  • “Our goal is to reach as wide an audience as possible with information, not limit the audience to only those people who happen to visit our website at a particular time.”    (Micro-cap, Manufacturing, Corporate, Global Brand)
  •  “In my opinion, the dissemination of important information should be as broad and simultaneous as practicable.””  (Micro-cap, Information, Corporate)
  •  “We don’t believe that our retail shareholder base has equal and timely access to our website for fair disclosure.”   (Mid-cap, Finance and Insurance, Corporate)

 Based on the NIRI survey findings, the IR community should be commended for its corporate responsibility, in addition to its excellent work serving the interests of investors.

In a world of diminished services and diluted values, it is especially reassuring to see the IR industry’s steadfast commitment to ‘Best Practices.”

  Business Wire firmly believes that it is the best choice for disclosure services, which has been our core business for more than a half-century. We are the only service provider to have patented technology that provides simultaneous, real-time access to network recipients worldwide. Our network security and editorial processes are audited annually in multiple international jurisdictions by leading independent accounting/management firms. And we offer a full-suite of reporting services, all handled in-house, including EDGAR and SEDAR filings, as well as fulfilling disclosure requirements in 14 markets throughout North America and Europe.

We once again salute NIRI members for their unwavering commitment to preserving the ideal of fair and full disclosure, and for their support in maintaining the integrity of our financial markets.


Canada Gets it Right on Fair Disclosure — Again

March 18, 2011
by Neil Hershberg, Senior Vice President, Global Media

Neil HershbergThe United States is often thought of as the global disclosure leader, but the truth is that there is a lot we can learn from our next-door neighbor: Canada.

In Canada’s typically unassuming way, the Canadian regulatory model has been adopted as the de facto prototype for the disclosure regime that has taken root in the United Kingdom and the European Union.

I’ll elaborate on the background as to how this all came about shortly. What’s important, however, is to spotlight the reasons why global regulators have come to recognize Canada’s disclosure framework as a world-class model worth emulating.

The Canadian Investor Relations Institute [CIRI], a widely respected association of industry professionals, has just updated its “Standards and Guidance for Disclosure and Model Disclosure Policy,” to reflect the regulatory and accounting changes, social media, and other factors that have transformed the investor relations landscape since its guidelines were last modified in 2006.

CIRI’s authoritative “Best Practices” resource for reporting issuers and industry professionals reinforces the central role of a simultaneous, broadly disseminated news release in achieving full and fair disclosure.

Unlike the United States, where the term “disclosure standards” is rapidly becoming an oxymoron, Canadians are crystal clear in what constitutes fair disclosure.

According to the timely disclosure policies of the TSX Exchanges and the CNSX, a full-text news release disseminated via a sanctioned news service is the only acceptable way to disclose material information. No ambiguity here. While the U.S. trumpets full and fair disclosure in principle, Canada practices it daily as a matter of regulatory policy. The result is that the entire investment community benefits from a level playing field. (Note: Business Wire is one of several approved news dissemination services in the Canadian marketplace.)

CIRI’s guidelines take a pragmatic approach to the arsenal of available investor relations tools that greatly facilitate investor outreach.

The CIRI report specifically notes that standalone web postings, conference calls, and other complementary communications channels do NOT meet Canadian disclosure requirements. Issuers, however, are encouraged to use additional delivery platforms to supplement a simultaneous, widely disseminated news release.

“As material information should be released in a manner designed to reach the widest public audience possible, including individual investors, companies are encouraged to use various technologies to supplement the news release. Some of the most obvious technologies include conference calls, webcasts, email, fax, video conferences, company websites, and more recently, corporate blogs, RSS feeds, podcasts, and social networking sites. While new technologies are important and useful ways to disseminate information, they are not substitutes for a broadly disseminated news release.” [CIRI Standards and Guidance for Disclosure, Page 18]

Talking about disclosure, Business Wire is the sponsor of  CIRI’s ‘Standards and Guidance for Disclosure and Model Disclosure Policy.”  To be clear, however, our involvement in the project came after CIRI completed its revisions; we in no way influenced CIRI’s research or conclusions. Business Wire is proud to support the activities of CIRI, NIRI, and other investor relations organizations worldwide that promote professional development of IR practitioners, and the ideal of effective disclosure.

Now, back to our story.

The London Stock Exchange went public in 2001, a decision that forced the LSE to relinquish its monopoly on regulatory news dissemination via its subsidiary, The Regulatory News Service [RNS].

The Financial Services Authority, the UK equivalent of the SEC, used the opportunity to rethink its approach to regulatory disclosure.

The FSA formed the Information Dissemination Advisory Group (“IDAG”), a committee of industry participants and outside experts to study various models and scenarios. IDAG was charged with making its recommendation to the FSA as to the UK’s future regulatory structure.

FSA officials also crossed the pond to North America, where they conducted extensive interviews with a wide range of market participants in the United States and Canada, as well as to conduct their own  observations, research and analysis.

After completing its due diligence, the FSA ultimately embraced a competitive disclosure regime whose nucleus closely mirrors the key tenets of the Canadian regulatory system.

Soon after the UK model went live in 2002, the European Union began a similar exercise — and not surprisingly, concluded with virtually identical results.

The Committee of European Securities Regulators (CESR) exhaustively evaluated a range of disclosure options over several years. CESR’s final assessment, memorialized in the Transparency Obligations Directive that took effect in January 2007, once again ratified the core Canadian/UK disclosure model as the best of all possible worlds.

With its characteristic low-key style, Canada deserves to finally be recognized as a  regulatory role model whose commitment to full and fair disclosure sets the standard for leading global financial markets.


Why the Deck is Stacked Against Retail Investors

February 3, 2011
by Neil Hershberg, Senior Vice President, Global Media
Neil Hershberg

Neil Hershberg, SVP - Global Media

The classic Cole Porter musical, “Anything Goes,” is returning to Broadway this spring.

Retail investors won’t have to wait that long. In practice, “Anything Goes” has become the unofficial mantra of Wall Street, the Digital Age’s equivalent of ‘The Wild West” when it comes to disclosure.

Unfortunately for individual investors, who invariably get the short end of the stick, the folks in a position to end today’s information free-for-all have yet to take action.

At the risk of sounding like the Cassandra of capitalism, here’s why retail investors are swimming upstream:

1. Reg FD’s “level playing field” has become the regulatory equivalent of an ecological disaster area; it is eroding faster than many storm-swept East Coast beaches.

Mega-cap companies with huge investor followings have, for reasons best known to themselves, opted for micro-disclosure, dispensing with broadly disseminated news releases in favor of standalone web postings or similar truncated practices.

Rather than providing simultaneous, real-time information access to all interested investors, these best-practice contrarians have essentially decided to ladle access on a sequential basis to anxious  investors clamoring for corporate updates.

Over the past few decades, we’ve regressed from “trickle down economics” to “trickle down disclosure.”  Unfortunately, retail investors are the ones getting hosed.

Ironically, technology trend-setters are among the most flagrant abusers of acknowledged best-practice disclosure practices. These industry leaders should know better than anyone the inherent technical limitations of the Internet, and why the web’s architecture makes it impossible to meet the complex challenge of simultaneity.

2. Retail investors also are unknowingly getting eaten alive by spiders; these automated creepy crawlers have become a hidden epidemic.

While Bloomberg recently generated headlines when it published Disney and NetApps earnings results in advance of their official release, the real concern for retail investors should be the stealth spidering tactics of traders deliberately seeking to stay under the radar.

The spiders unleashed by Bloomberg and Selerity likely have plenty of company. In all probability, armies of incognito spiders are clandestinely retrieving troves of actionable, non-public data for their trading masters.

Even if these spiders fail to uncover non-public material information, their very use provides an unfair edge if publicly traded companies do not broadly disseminate their news via a service such as Business Wire.

The reason is that spiders are faster than the RSS readers that retail investors rely on for news alerts when disclosure is limited to a standalone web posting. Whereas Business Wire distributes market-moving news simultaneously and in real-time to financial information systems, portals, and media platforms worldwide, standalone web postings create a feeding frenzy for these rapacious spiders.

Retail investors have a legitimate reason to be suffering from arachnophobia; they are at a distinct disadvantage to market players that control these powerful technology termites.

3. There is a well-known saying that in life, “timing is everything.” That is certainly the case on Wall Street, where latency and milliseconds rule the day.

Winning on Wall Street is largely contingent on the ability to access and act on information faster than anyone else.

Institutional investors clearly have the necessary resources and technology at their disposal to triumph in today’s trading environment.

Notice-and-access and web disclosure disproportionately favor the professional investor, who can read – and react (perhaps even robotically) – far more quickly than the average retail investor.

The trading activity following Netflix’s recent web posting of its earnings (January 26 at 4:05 pm/ET) illustrates the high stakes involved.

More than one-third of Netflix’s total share volume for the day, or just over three million shares, traded after Netflix posted its earnings.

In after hours trading, Netflix’s shares were up $19.16 (10.47 percent).

Although individual investors now have the opportunity to trade in the after-hours market, they are being steamrolled by institutional traders, who clearly have the capability to react with more immediacy.

Retail investors are forced to play a bad hand. A recent blog post by Jack Campbell at 24/7 Wall Street, “Ten Ways Wall Street Crushes Retail Investors,” elaborates on many of these same themes: http://247wallst.com/2011/01/26/ten-ways-wall-street-crushes-retail-investors/

The common denominator linking all these examples is access to material information.

Regulation Fair Disclosure, in its original iteration, is clear on this point: all investors should have equal access to information at the same time.

The answer to the disclosure dilemma is obvious: the integrity of Regulation Fair Disclosure must be restored if retail investors are to be equal market participants.

Simultaneous, real-time access to disclosure news is the only solution that will put an end to the emerging two-tier access system that is slowly taking root.

It’s time for retail investors to get the fair shake they deserve.


Web Spiders: Enough to Make Investors’ Skin Crawl

November 23, 2010

by Neil Hershberg, Senior Vice President, Global Media

Neil Hershberg

Neil Hershberg, SVP - Global Media

Forget about bedbugs. The real threat to anyone involved in the financial markets these days is spiders – and I’m not talking about the eight-legged variety.

Spiders — sophisticated web-crawling software – are seemingly rampant on Wall Street, wreaking havoc in the financial markets, and yielding big profits for select investors in the know.

There were several incidents recently in which earnings results were leaked to the market in advance of their scheduled release. The predictable result: widespread investor confusion.

Shares of NetApp Inc., one of the affected companies, sank sharply in the subsequent market volatility, leading to a nearly one-hour trading halt.

The use of these advanced search bots is certainly nothing new; what has become apparent is their disruptive impact on fair and orderly capital markets. More ominously, the growing use of these bots threaten to make a mockery of the principle of fair disclosure.

The problem is not uncommon. Ironically, Jeff Morgan, president and CEO of the National Investor Relations Institute, issued a warning to NIRI members about a week ago:

“I recently spoke with a member who told me about a situation where a news organization ran a story on their earnings 45 minutes before the earnings announcement was scheduled for release. The company released their earnings immediately and began an investigation. The company found that the news entity breached an unpublished area of the company’s online newsroom and accessed the confidential draft earnings release by using sophisticated, proprietary web crawlers. The company routinely used this private website area to post and format draft earnings releases prior to publication. Their plan was to do as they had done for many prior quarters and open access to the release once it became public. Unfortunately, the unpublished release was discovered overnight by the media outlet’s proprietary web crawlers. For IR professionals the lesson learned is to be sure your documents are secure on the web wherever they reside. And a word to the wise – the member noted that the news organization pointed out that this type of discovery has happened before.”  [IR Weekly, November 9, 2010 issue]

The major market-moving news services have long relied on spidering technology to ferret out news that hasn’t been disclosed via conventional channels. What has largely remained under the radar is how the wizards of Wall Street are similarly taking advantage of state-of-the-art software to identify hidden trading opportunities. It is a safe bet to assume that the financial news wires aren’t the only ones routinely trolling the Internet in search of actionable information.

While spiders are a major concern, issuers must also deal with another silent but potent threat: Their own lack of imagination in naming their important  news and data files. Due to habit or inertia, many issuers sequentially name their financial files, or use other intuitive names for identification purposes. This scenario potentially allows a skillful web spy to decipher the URL of material information waiting to be released to the market place.

As if all this depressing disclosure news isn’t disturbing enough, there was also the recent revelation that Google might be stacking the deck in favor of  its own properties. According to Harvard Business School assistant professor Ben Edelman, Google’s search results aren’t as objective and unbiased as the search giant has led us to believe. Edelman’s study concludes that “Google has made inaccurate representations to the public including to users, publishers, advertisers, investors and regulators.”  Based on his findings, Google may not be the unbiased arbiter of information exchange that it has successfully portrayed itself to be.

Clearly, “self-publishing” is more complex – and has more associated risks with dire market consequences – than may seem obvious. The costs and complexities of the required security upgrades are likely to far outweigh any perceived cost-savings. And the potential loss in market valuation and credibility in the event things go awry is by far the largest financial liability of all.

So what is the simplest, most effective way to navigate this obstacle course?  More importantly, what is the best way to maximize the reach of your message so that the market is fully informed? Hopefully, it should be obvious that posting the news on your web site won’t get the job done, and also is fraught with hidden dangers and unintended consequences.

A broadly-disseminated news release issued via Business Wire remains the surest way to ensure full and fair disclosure. All market participants have simultaneous, real-time access to price-sensitive information.

We have invested tens of millions of dollars in building the industry’s most advanced and secure systems for processing and distributing news. We are vigilant about security to the point of paranoia: Our databases, workflow systems, and public facing web sites are secured from spiders or anyone trying to gain unauthorized access to clients’ pre-released financial information.

And it isn’t just us saying it – Business Wire is audited annually in multiple jurisdictions where we are sanctioned to operate as a regulatory disclosure service. Additionally, as a proud member of Berkshire Hathaway, we answer to a higher authority and undergo a separate corporate security audit. These rigorous reviews, conducted by the world’s leading independent auditing/management consulting firms, certify that our network systems and operational procedures meet the most demanding global standards.

In a risk/reward analysis, web disclosure simply doesn’t make sense for issuers, and is a major disservice to investors.


Disclosure: The Dawning of the Age of Precarious – Let the Sunshine Back In

November 18, 2010

by Cathy Baron Tamraz, Chairman and Chief Executive Officer, Business Wire

Once upon a time, in the Year 2000, a wonderful law was passed that protected the interests of all investors in our great land. You may have heard of it; it was called Regulation Fair Disclosure.  Thanks to the great mind of Arthur Levitt, the “whisper” and good ol’ boy network that had gone on for far too long on Wall Street by those in the know, was finally curtailed.  Good triumphed over evil on October 23, 2000 – and all of our citizens were protected.

Reg FD served to shine a bright light on material information, so that now everyone had equal access to all news that could impact a stock price.  It was a great day for the retail investor, and all was well in our land. The new words of the day were “full and fair for all.”   Transparency and simultaneity were now the gold standards and endorsed and enforced by our nation’s regulators.

To assist in ensuring that all companies now played by these new rules, “neutral” services like Business Wire were touted and recommended as best practice and “valuable” newswires for the purpose of making news ubiquitous and available to all. This made sense because it confirmed the vital role they have played for 50 years in helping to keep “law and order” on the Street. Further, our nation’s regulators relied on Business Wire’s audit trail to help keep our markets honest. Business Wire’s proprietary news delivery platform ensured simultaneous, real-time access to all investors.

Regulation FD flourished, and all was well.

But alas, in August 2008, a seemingly insignificant event led to some unintended consequences – a dark cloud now hovered over full and fair disclosure.

 

Image by Flickr user r8r

 

In an attempt to embrace new technology and encourage more disclosures, not fewer, an interpretation (not a rule change) was added to Reg FD that encouraged the use of company websites as an enhancement.  This certainly made sense because it provided an added venue for material news, thus widening access. Our regulators wanted to appear current and relevant – and that made sense.  All seemed fine in our great land . . . the more, the merrier. Or so it seemed.

But then something strange happened . . . self-anointed experts promoting their own commercial agenda decided that restricting the information flow by limiting it to a company website ONLY, was now good enough.

Let the people figure out when and where the information is available. Let the reporters, analysts and investors troll through thousands of websites to find and report on the information. Let the algo traders, who have the most sophisticated systems, get a jump on the news and perhaps beat out everyone else. In effect, let the retail investor eat cake.

Even worse, questions around system crashes, redundancy, security and simultaneity were not even addressed, because those who were now playing in this arena had no idea of its complexity – and had not even thought it through.  What about those vital security audit trails?  What about protection from insider trading allegations with standalone web disclosure?  What about server crashes? What about redundancy and simultaneity?

Alas, darkness was falling . . . and the proof was in the proverbial pudding. In the few instances where this “standalone methodology” was followed, the truth revealed itself. Confusion now reigned, as investors scrambled to get the news.

THE MORAL OF THE STORY:

Reg FD’s level playing field is in danger of going “POOF”, turning a prince back into a frog.  However, this parable can still have a happy ending.  We can’t let the Holy Grail of full and fair disclosure slip away. The SEC did not intend it to be that way – just read the SEC’s CIFiR report, citizens.

This much we know: Reg FD was meant to protect all investors – and retail investors, in particular, dread a return to the dark days (and Wall Street whisper) of disclosure. Therefore, we ask our nation’s protectors to slay this dragon, to clarify both the spirit and intent of the Interpretive Guidance, and to let the sun continue to shine on our financial markets.


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