NYSE Amends Timely Alert Policy; Nasdaq Provides Guidance on Material News Disclosure at Market Close

November 13, 2015

By Matt Van Tassel, Supervisor, Global Disclosure Services, Business Wire


On Sept. 22, 2015, the NYSE sent to listed company executives a notification that it had amended Section 202.06 of the NYSE Listed Company Manual. The amendments to the NYSE’s Timely Alert Policy became effective on Sept. 28, 2015, and they can be viewed in detail on the SEC website and in the current NYSE manual.

The finalized amendments come after the NYSE proposed revisions to its requirements of listed companies, relating specifically to the timing of companies’ dissemination of material news. With the amendments now enacted, NYSE-listed companies must notify the exchange at least 10 minutes in advance of their release of material news, between 7:00 AM and 4:00 PM Eastern. Previously, this notification was only obligatory between 9:30 AM and 5:00 PM.

The amended rule also includes an advisory, which asks listed companies to refrain from disseminating material news until the publication of its official closing price on the NYSE, or 15 minutes after the close of trading (4:15 PM Eastern).

Nasdaq offered its own guidance this October regarding material news releases distributed around market close (4:00 PM Eastern). The guidance requests that Nasdaq-listed companies not distribute material information between 4:00 – 4:01 PM, until the Nasdaq closing cross is calculated. Best practice, the guidance states, is for companies to wait until 4:05 PM to disclose news, as this will “provide the maximum opportunity for the closing price to be fully disseminated before the release of news.”

Nasdaq also provided a reminder for companies to disclose changes to earnings release dates and dividend record and payment dates as this information may also be considered material.

Click here to view our original blog on the proposed NYSE requirements.
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How to Write an Earnings Release For All Audiences

October 7, 2015

By Natasha Artavia, Business Wire

With another earnings season to soon commence, there’s no better time to review a few editorial practices that will provide your investors, the media, and your company with a successful, interactive earnings release.

Let’s start with the basics. Your headline is an essential element of your earnings release, as on databases, RSS feeds and social channels it’s often the first, or only content visible to analysts and investors. Keep your headline short and to the point. Journalists and the investor community will be actively searching for your announcement, and a succinct, search-optimized headline is crucial to their locating your release.

Revolution Lighting Technologies Earnings subhead


Your sub-headlines should emphasize your company’s most important financial figures and business position from the previous quarter or fiscal year. These could include: dividend announcements, sales growth, share increases, financial results from a major product launch, YOY and/or quarterly growth. Using bullet points to format your sub-headlines can make your layout more visually appealing, but don’t go overboard. Treat your sub-headlines as premium real estate that provides your audience with the important highlights of the quarter. Compelling sub-headlines will encourage your audience to continue reading below the fold.

While there is a plethora of financial information that must be disclosed to your investors and the media, this data shouldn’t overwhelm the reader with blocks of text. Here are a few ways you can provide your audiences with a more reader-friendly earnings announcement.

  • Use bullet points to break up the numbers

The use of bullet points in a financial news release will draw the readers’ attention to the significant facts and figures. Plus, bullet points provide clean divisions between separate sections within your text, while also doubling as quick “numbers at a glance” references for the media.

  • Tables can help illustrate your news by providing readers with a visual breakdown of the information you have included in the release

Just because you have provided full financial tables in your earnings announcement, this doesn’t mean you can’t insert imagery within the body of your news release. These tables should be smaller and can provide comparisons to prior years or quarters, or highlight certain aspects of financial growth. Think of these tables as additional resources the media can use to develop their story.

  • Earnings InfographicIncrease message adoption with multimedia

Providing a visual element with your earnings release will not only increase media pickup, but will augment a predominantly text announcement. Consider adding an infographic that shows readers the growth your company experienced this past quarter or fiscal year.

  • Don’t forget your hyperlinks

It’s extremely important to add hyperlinks or URLs for the media and investor community. If you are directing your audience to the Investor Relations section of your website or the earnings webcast, don’t tell them where to go…show them. Provide them with the registration link that will take them directly to the event. If you have a report or are providing your company’s earnings as a download, include the URL that forwards readers to these resources. Hyperlinks are an excellent tool to increase engagement with your audience. Links add additional texture and depth to your release, giving the reader a better experience.

Best_Practices_for_Enhancing_Earnings_Release_WP_1However you decide to format your earnings release, we hope you find these suggestions to be useful. You can also download Business Wire’s Best Practices for Enhancing Earnings Releases whitepaper here.

And remember, at Business Wire, our editors, client services representatives and account executives understand how stressful the earnings period can be. From submitting your order to confirming distribution timing and formatting, we’re here to help make this process as smooth and efficient as possible. Feel free to reach out to your local newsroom before submitting your next earnings release. We can work with you on the best way to submit your release and the best time to disseminate the announcement.

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When Posting Financial News to an IR Site, Risks Are Not Acceptable.

April 29, 2015

By Ibrey Woodall, VP, Web Communications Services

Security of an investor relations (IR) website and news distribution is paramount to any public company. Ask the investor relations officer (IRO) who has suffered due to earnings information being released to the public prematurely.  If a company’s earnings news release is accessible too soon, it can move markets, and quickly. When this happens, expect heads to roll in many ways.

Although most IR site vendors state that earnings releases post automatically to the IR site service they manage, only a few can actually confirm that the posting of the news release happens directly from the distributor to the IR site. Some vendors utilize a third-party aggregator to obtain newswire-distributed news releases and then post the release onto the IR site service. Anytime an additional step like this is added to a workflow process, more time is needed, and the opportunity for something to go wrong is greater. Most experienced communicators are familiar with the concept of Murphy’s Law – anything that can go wrong, will go wrong.

At Business Wire, an earnings release is never staged onto an IR site before publication – hidden or not. When the earnings release is distributed to the desired outlets, it gets posted directly to the IR site at that time, not any sooner. This leaves no opportunity for Murphy to cause trouble. Once the news release distribution is ordered, the option to post the

Earnings news releases that are distributed via Business Wire post directly and simultaneously to the Business Wire InvestorHQSM IR site service.

Earnings news releases that are distributed via Business Wire post directly and simultaneously to the Business Wire InvestorHQSM IR site service.

release to the InvestorHQSM IR site is selected, as is the option to place the release in one or more subject matter categories. Sweet, simple, streamlined and secure.

As important as the technical dangers mentioned above, so are the internal workflow risks.  All internal procedures at Business Wire have gone through a rigorous audit. Departmental shields against unauthorized access to data can be attested to by the Service Organization Control [SOC] 2 Type II attestation engagement report that Business Wire received in 2014.This means that your news release (in text or PDF format) will not be posted to your InvestorHQSM site by a Business Wire product specialist to save time or effort.

So, when selecting an IR site vendor, do assess and compare the basic features and functionality of the service. Don’t forget, however, to pay close attention to the details of the IR site service when it comes to security of your financial data.

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Ibrey Woodall is Vice President of Web Communications Services for Business Wire. She is responsible for Business Wire’s InvestorHQ IR site and NewsHQ online newsrooms services. She can be reached via email Ibrey.Woodall@Businesswire.com or LinkedIN https://www.linkedin.com/in/ibreywoodall.

Business Wire Comments on Wall Street Journal story on Speed Traders

February 11, 2014

by Tom Becktold, Senior Vice President, Marketing

In case you missed Friday’s (February 7, 2014) Wall Street Journal story, Speed Traders Get an Edge, Scott Patterson reported about a high-frequency trader that licenses Business Wire content. In the piece, the reporter details how, with equal access to our file as news organizations, the firm was able to execute trades very quickly. Not exactly ground-breaking reporting, but in the Nanex research cited, you do see how rapidly events unfold once we issue news.

To answer the question, Business Wire provides one feed of news, so all subscribers – news media, consumer-facing sites, researchers, investment firms – have equal, simultaneous access to our file. There are no tiers of access (paid or unpaid) and no one gets a jump from us. The fact is that Business Wire, via its NX delivery technology, delivers its news feed to every recipient, at the same time.

This WSJ article is about how high speed traders might be ‘gaming the system’; that is, using technology to create a millisecond advantage on accessing news. And, that millisecond, which is one thousandth of a second , is apparently all it takes to make this a story.

Bloomberg’s Matt Levine provided excellent perspective on Friday with his story High Speed Traders Trade Faster Than Low Speed Traders.

Drawing upon the Journal article and the Nanex research, here’s a timeline that provides insight into how efficient our patented NX platform is – what you see is the trading firm, Bloomberg and Dow Jones acting on the Business Wire story within 300 milliseconds – a measurement that most of us, as humans, might have a hard time wrapping our head around:

  • · 16:00:00.000 – Market scheduled to close
  • · 16:00:00.175 – Business Wire issues Ulta press release
  • · 16:00:00.225 – Stock trades within 50 milliseconds of release
  • · 16:00:00.242 – Bloomberg News runs Ulta story
  • · 16:00:00.464 – Dow Jones runs Ulta story
  • · 16:00:00.688 – Nasdaq closing price set

As you can see, the release goes out, then recipients act on it; there is no jump in the delivery, only in how it is utilized.

A curious item from the Journal story also caught our attention: “Business Wire’s competitor, PR Newswire, says it doesn’t provide trading firms access to its “Disclosure Feed” despite frequent requests. The company says it provides the news feed to clients with the understanding that information provided won’t be used for trading purposes.”

As we noted, Business Wire does not have a separate “Disclosure Feed” precisely because markets move so fast. And, the last time we checked, PRN had a healthy licensing and reseller business that serves the investment community. As many investment firms now have high-speed trading desks, the statement appears disingenuous at best.

So, what does this all mean to our clients and network recipients? Business Wire remains committed to full, fair and broad-based disclosure, providing equal access to all market participants. With news organizations and investment firms increasingly relying on algorithms to trigger rapid coverage and trades, Business Wire ensures a simultaneous, level playing field to our content.

Business Wire was the first newswire to eliminate the 15 minute delay to the investment community back in 2000, in lock step with the letter and intent of Reg FD.

We have built our business around full and fair disclosure for all market participants. By doing so, we have earned the trust of our corporate clients each and every day for more than 52 years. We stand by our patented technology, our gold standard business model, and our commitment to the highest standards of security, performance and reliability.

Investor Communications vs. Social Disclosure on Social Media

October 22, 2013
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.

Common Sense vs. Nonsense: What Thomas Paine Can Teach Us About Disclosure

April 22, 2013
by Cathy Baron Tamraz, Chairman & Chief Executive Officer, Business Wire
Cathy Baron Tamraz

Cathy Baron Tamraz, Chairman & CEO, Business Wire

Herb Greenberg, the respected CNBC market commentator who first asked whether Netflix violated Reg FD with its use of social media, subsequently put the issue into its proper perspective: It’s all about “common sense.”

Unfortunately, common sense seems to be in short supply these days, as attempts to redefine “full and fair disclosure” depreciate its value to market participants.

In a prescient post in July 2012 (http://www.cnbc.com/id/48086440), Greenberg asked whether Netflix CEO Reed Hastings side-stepped Reg FD by touting on his Facebook page that Netflix had set a new milestone in monthly viewing.

The provocative post apparently caught the eye of SEC officials; the agency filed a Wells Notice against Hastings and Netflix, indicating an inquiry into whether there was a basis to pursue the allegations.

Common-Sense-DisclosureGreenberg, in a December 2012 post, reflected on the surprising reaction of some folks to the SEC’s action. As far as Greenberg was concerned, the issue was simple.

“Bottom line: I’m all in favor of social media as a point of dissemination,” Greenberg wrote.” “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?”

The SEC tweaked the rules recently by issuing a report on the possible use of social media tools for compliance purposes. Unfortunately, the agency’s report generated a lot of heat, but little illumination.

Thomas Paine, in talking about government and society, wrote his passionate pamphlet called “Common Sense” in 1776. Written more than 200 years ago, his words are timeless:

“There is something exceedingly ridiculous in the composition of the monarchy. It first excludes a man from the means of information, yet empowers him to act in cases where the highest judgement is required.”

Common sense dictates that full and fair disclosure means that all market participants have simultaneous, real-time access to market-moving information. Business Wire has a patented news delivery platform — “NX” — that ensures network recipients worldwide have equal, unrestricted and simultaneous access.

Common sense dictates the overriding importance of network security, and the vetting of corporate announcements to validate their source. Business Wire’s network systems are audited annually by independent management consultants, ensuring compliance with the rigorous standards of securities regulators in multiple international jurisdictions. Additionally, Business Wire has close to 200 editors — and authentication procedures — to provide credible, vetted information to the capital markets.

Common sense dictates that an audit trail exists to protect issuers in the event of a regulatory investigation. As a point of fact, the SEC itself utilizes Business Wire’s audit trail when investigating companies that have caught their attention.

Common sense dictates that the recommendations of prominent professional organizations such as The National Investor Relations Institute be factored into policy decisions. Specifically, NIRI’s “Best Practices” call for a combination of Reg-FD compliant platforms to ensure the broadest possible investor outreach.

Common sense dictates that service providers adapt the latest technologies. Business Wire’s multi-channel platform has long embraced social media (it has 61 industry Twitter feeds). In fact, Business Wire is the industry technology leader with five patents, including two for social media innovations.

Common sense tells us that information should be simultaneous and ubiquitous. Excluding anyone from access to material information is the road to chaos, leading to a possible return to the “Whisper on Wall Street.” Ironically, this is the very thing that Regulation Fair Disclosure sought to eliminate in 2000.

Clearly, there is no substitute for common sense. While it is apparently lacking in some circles, the encouraging news is that the investor relations industry has a proud history of taking a pragmatic and thoughtful approach in meeting its professional obligations, as confirmed by this recent NIRI survey.

The silver lining, as Thomas Paine and Herb Greenberg have taught us, is that common sense never goes out of style.

Social Media in the Spotlight: Business Wire CEO Cathy Baron Tamraz Talks About the SEC’S Guidance on CNBC

April 11, 2013
by Neil Hershberg, Senior Vice President, Global Media/Business Wire

Business Wire CEO Cathy Baron Tamraz is rapidly becoming the public face of full and fair disclosure.Tamraz appeared on CNBC’s “Closing Bell” Tuesday, where co-anchors Maria Bartiromo and Bill Griffeth interviewed her on the potential market implications of the SEC’s recent guidance on the use of social media for Reg FD compliance.

Video Clip:

Tamraz quickly distilled the key issues of the disclosure debate, explaining that popular social media platforms such as Twitter and Facebook — while effective in extending investor outreach — are only one component of full and fair disclosure. She added that social media complements other Reg FD-compliant channels, including a broadly disseminated news release via a legitimate wire service, posting on an IR web site, webcasts, and regulatory filings. All these elements contribute to a “Best Practices” disclosure program that equitably and inclusively serves the needs of all market participants.

She emphasized that Business Wire makes extensive use of social media tools as part of its multi-channel distribution platform, and that the company holds five technology patents, including two in social media. One patent — its “NX” news delivery platform — is key to the disclosure discussion because it ensures simultaneous, real-time access to market-moving information by all network recipients worldwide. Simultaneity and market fairness is what Reg FD is all about; Business Wire’s unique ability to meet this stringent requirement has been independently validated by patent authorities in multiple jurisdictions.

Additionally, Business Wire provides an audit trail for every release, which is a critical benefit in the event of a regulatory investigation. There also are multiple archives, including such popular databases as Factiva and Lexis/Nexis, that provide an easily accessible and reliable record of all corporate announcements.Tamraz has emerged in recent years as an outspoken advocate of Reg FD’s guiding principles: full and fair disclosure and a “level playing field.”  She has written extensively on the topic, appeared before regulatory agencies and advisory councils focusing on corporate governance issues, and is the industry’s most vocal proponent of providing all investors — institutional and individual alike — with equal and unrestricted access to price-sensitive information.

Press Release:
Business Wire Says Social Media Platforms Are Only One Component of Full and Fair Disclosure and Offers Issuers a Guide on How to Effectively Use Social Media Tools http://www.businesswire.com/news/home/20130404006180/en/Business-Wire-Social-Media-Platforms-Component-of%C2%A0Full

Blog Post:
What Can Louisville’s Kevin Ware Teach the SEC and Public Companies About Social Media?


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