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!


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?
http://blog.businesswire.com/2013/04/04/what-can-louisvilles-kevin-ware-teach-the-sec-and-public-companies-about-social-media/


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

April 4, 2013
by Thomas Becktold, Senior Vice President, Global Marketing

Turns out, quite a bit.  You see, within hours of his terrible injury on the basketball court, fans were flocking to Twitter to offer their support.  Unfortunately, most were initially going to a fake Twitter account and weren’t engaging with Kevin Ware at all.

Following the April 2, 2013 SEC Report of Investigation that says social media accounts fall under the guidelines of their 2008 Interpretive Guidance Report on IR sites, we have put together some tips to help public companies in their IR social media efforts.

Social media engagement should be a part of the communications mosaic, but it is not a replacement for full, fair and simultaneous distribution of news achieved through Business Wire.  Investor relations professionals appreciate that their audiences are diverse and dispersed and use a wide range of platforms and content sources to access material information.

SEC_Blog_Post_Graphic

Social Media Opportunities for Public Companies

  • Social media channels offer the ability to gather intelligence and engage in two-way conversations, and as part of a comprehensive communications mix, are quite valuable.
  • Companies should establish official IR-specific social media channels on key platforms, even if they are not ready to use them.  If the channels are not active, put a disclaimer or keep them dark.
  • For those with a solid understanding of social media and their investor audiences, regular, consistent use of the channels for both good news and bad news is key.  Just like any other disclosure platform, don’t tweet or post only the good results and skip the bad ones.  Once you commit to adding a social media channel to your communications mix, stick to it.  If you discontinue use of a channel, communicate that as well.
  • Establish and publish a clear policy on your company’s use of social media as a supplemental channel to alert investors of disclosure press releases and filings.  Cross-reference those channels on your IR site, press releases and filings.
  • Listen to conversations and track sentiment and influencers, including your company’s Twitter “Cash Tag” – tweets tagged with your ticker symbol preceded by a $.  Business Wire now offers social media sentiment analysis reports for press releases via our partnership with NUVI.  For real-time monitoring and engagement, the NUVI platform provides an easy visual representation of influencers and sentiment based on the terms you choose.

Social Media Cautions for Public Companies

  • Full and Fair Access:  According to Pew Research as reported by TechCrunch, only 16% of adult US Internet users are on Twitter.
  • Privacy: Social media channels have barriers to entry and require the user to set up accounts and agree to the terms and conditions of each channel.  Your company does not control those terms and they may be objectionable to those interested in your news.  Chances are, your own IR site, as a best-practice, does not require visitors to agree to terms and conditions to access material news.
  • Fragmentation: Where’s Waldo meets disclosure.  As an IRO, do you opt for a wide, instantaneous Business Wire distribution or solely post to Twitter or Facebook and hope people find your material information?  Ask yourself, how do your investors, potential investors and media currently access your news?  Chances are, it’s through a widely divergent set of sources.
  • Simultaneity: The fact that users must click on a link to read a full-text announcement (that will reside elsewhere) adds latency and unfairness to the disclosure process.
  • Usability: Is social media going to meet the needs of your audiences?  Is it realistic to ask your institutional investors to hit “Like” on Facebook to get the latest earnings release alongside their elementary school friend’s picture of their latest cake or new puppy?  Should you expect your retail investor to stop relying on their brokerage account to access your news because it’s no longer there and instead subscribe to your Twitter feed?
  • Security: Don’t use social media as your sole means for disclosure: Look at Kevin Ware, the Louisville basketball player and what happened on Twitter just after his recent on-court accident.  Someone set up a fake account because, yes, we know it’s that easy to do.  And, that fake account had more followers than his real account.  Imagine potential investors searching in vain for the “real Twitter account” for your company when breaking news happens?  (Or finding that the official account has been hacked, as recently happened to both Burger King and Jeep.) Want to get a “verified” account?  Good luck —  and it might not make a difference anyway, according to this recent Mashable article. The Business Wire slug ensures a seamless, secure, audited experience.
  • Reliability: Twitter has been riddled with outages as it grows – think how many times you’ve seen the Fail Whale. Business Wire operates at 99%+ uptime.   With your news widely distributed, if one site or system goes down, investors have many others to turn to.
  • Liability: Leveraging a Business Wire distribution ensures full and fair distribution.  Tweeting a release today is akin to walking across a frozen lake in late March.  Your odds of making it across are good, not great.

Want to read what journalists and others are saying about the SEC ruling?  Here are a few links – the comments sections often provide greater insight for you to consider as a communications professional:


XBRL Update: New Functionality for Interactive Data

June 27, 2012
by Nicholas Messing, XBRL Accountant, Business Wire New York
Nicholas Messing

Nicholas Messing

The upcoming filing season looks to be one of the busiest yet for XBRL preparers, with all US public companies submitting financial statements to the SEC required to include detail-tagged XBRL as of June 15, 2012. As the XBRL mandate reaches full implementation for SEC filings, the functionality of XBRL continues to expand through various initiatives including the DATA Act, corporate actions, and Business Wire’s Retail Report.

XBRL has increased its presence in the US Congress with the Digital Accountability and Transparency Act, which the House of Representatives unanimously passed on April 25, 2012. Known as the DATA act, this bill provides for a broader implementation of data reporting standards to track federal spending data. Following its strong bipartisan success in the House, the DATA Act has been referred to the Senate Committee on Homeland Security and Governmental Affairs. Similar to the Child and Family Services Innovation and Improvement Act, which was signed into law in October 2011, the DATA Act includes a significant reference to XBRL: “In designating reporting standards… the Commission shall, to the extent practicable, incorporate existing nonproprietary standards, such as the eXtensible Business Reporting Language (XBRL).”

XBRL US released the 2012 Corporate Actions Taxonomy for public comment on May 17, 2012. This is the second version of the Corporate Actions Taxonomy, designed to tag over 50 types of corporate actions announcements, including mergers and acquisitions, dividends, redemptions, tender offers, and stock splits. Approximately 200,000 corporate actions are released each year in the US, and these textual announcements require time-consuming manual steps to process as financial data. XBRL tagging of corporate actions releases would enhance the efficiency of downstream processing across the financial community. XBRL US has teamed with The Depository Trust & Clearing Corporation (DTCC) and The Society for Worldwide Interbank Financial Telecommunication (SWIFT) to promote the use of XBRL tagging for corporate actions in accordance with the existing ISO (International Organization for Standardization) standards.

On May 3, 2012, Business Wire became the first commercial newswire to map, tag and disseminate its own content in XBRL format. XBRL exhibits utilizing the US GAAP taxonomy now accompany Business Wire’s Retail Report, which is released monthly to Business Wire’s full national circuit. Published on the day that retailers announce sales figures for the previous month, the report tracks specialty apparel and general merchandise retailers’ monthly and year-to-date total sales with percentage comparisons across periods, alongside comparative stores’ sales growth data. To date, the April and May 2012 Retail Reports have been published with supplemental XBRL files, which may be freely downloaded and rendered through the SEC’s XBRL previewer, to facilitate analysis of retail sales data. Two members of Business Wire’s XBRL team, Senior XBRL Financial Reporting Specialist Belayneh Alemayehu and Junior XBRL Accountant Khondakar Moin, have provided their expertise to translate the Retail Report into XBRL. While Business Wire’s XBRL team has been proactively preparing for the final wave of the SEC’s XBRL mandate, we have also implemented a new innovation in interactive data.


Web-Only Disclosure: Less Continues to be Not More

June 21, 2012
by Michael Becker, Senior Vice President, Financial Product Strategy

Michael Becker, SVP Financial Product Strategy

At the recent NIRI National event in Seattle, I attended the recurring panel on web disclosure.  In 2010 I authored a post-NIRI blog about a similar Web disclosure panel and I wanted to take a few moments to tell you what has changed (or not) over the past 24 months.

So what has changed since NIRI’s first foray into discussing web disclosure?  Largely nothing.  Microsoft, the panel’s moderator, web discloses earnings-only and continues to utilize a commercial newswire for IR and PR purposes (119 times YTD), Thomson still preaches about the benefits of web disclosure in order to promote its half-baked newswire, former SEC attorneys tell us that an 8-K is disclosure and the NIRI community is yet again rendered unable to answer the key question: As communicators, is communicating less fully and less fairly okay?

The reality is that web-only disclosure cannot stand-up to what commercial newswire services like Business Wire provide quarter-after-quarter without fail:

  • Editorial Efficiency: I teach at a local business school and tell my students (repeatedly): put down your project for an hour or two and when you come back, the errors will stand out.  As professional communicators, we do not always have the option to “walk away” from our work for a few hours.  That is precisely why a newswire editor is so imperative to your news release process.  Business Wire editors work 24/7/365 for you, professionally formatting your copy while catching thousands of errors each year.  Publish press releases directly to the web and you are essentially a “Wallenda” without a net.
  • Audit Trail Assurance: From start to finish, the Business Wire process is fully audited.  We know who submitted what and when, and which editor worked on your project every step of the way.  When the SEC comes calling, and they do regularly, it is the Business Wire audit trail that protects you.
  • Redundant Systems: Business Wire spends millions of dollars each year maintaining and upgrading its replicated, secure servers in San Francisco and New York.  With Business Wire you never have to worry about website continuity.  The same goes for our InvestorHQ clients too!
  • Truly Simultaneous Distribution: Somewhere in this discussion simultaneity has fallen by the wayside.  But it can’t.  In an environment that is getting faster and faster, web posting is slower.  Why reward those with multi-million dollar systems geared to scrape your website with privileged access?  Business Wire ensures simultaneity of your news delivery – – to the millisecond.  Disseminate over Business Wire and your content is ubiquitous to the world instantly.  Now that’s full and fair!

We at Business Wire are firm believers in technology and best practices.  Admittedly, our very vocal, public stance could be construed as self-serving.  Therefore, if you can counter that disseminating a full-text press release over a commercial newswire isn’t the fullest and fairest way to achieve Regulation FD disclosure, we are all ears.


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