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Running an Effective Investor Relations Department: A Comprehensive Guide


Praise for Running an Effective Investor Relations Department: A Comprehensive Guide

"Mr. Bragg has provided a comprehensive guide on how to be effective in today's ever increasingly difficult job of investor relations. I highly recommend this for any company dealing with outside investors."—Wray Rives, CPA, President,

"At long last, a comprehensive introduction to the important topic of investor relations. CFOs, treasurers, and those who aspire to those positions would be well served to read this comprehensive guide."—Richard Booth, Vice President of Finance, Nuance Communication, Inc.

"This book is a must-read for anyone involved with investor relations, from the executive team to front-line employees. In this age of M&A and venture capital funding, investor relations will become increasingly important to the overall success of organizations of every size. Running an Effective Investor Relations Department is a vital tool."—Chris D'Angelo, Controller, Executive Health Resources

"Running an Effective Investor Relations Department is an informative, concise, clearly written guide for either the employee new to the investor relations team or the experienced investor relations officer. The book gave me an in-depth overview on the 'how to' part of dealing with investors. This subject is much overlooked on the bookshelves. This book will definitely get shelf space in my office and will come in handy as I deal with the buy side."—Douglas Shaeffer, Controller, Aberdeen Townhomes

"Running an Effective Investor Relations Department provides true guidelines for strategically communicating a company's goals to the investment community. It makes you think and work on how to methodically manage IR metrics for both good times and crisis situations. This is a must-read for the IR profession."—Shan Staka, Accounting Manager, PGP International

STEVEN M. BRAGG, CPA, has been the chief financial officer or controller of four companies, as well as a consulting manager at Ernst & Young and an auditor at Deloitte & Touche. He received a master's degree in finance from Bentley College, an MBA from Babson College, and a bachelor's degree in economics from the University of Maine. He is also the author of Accounting Best Practices, Sixth Edition and Cost Reduction Analysis: Tools and Strategies, both published by Wiley.

About the Author.

Chapter 1 Managing Investor Relations.

Why Have an Investor Relations Department?

Investor Relations Objectives and Goals.

Investor Relations Tools.

Investor Relations Budget.

Float Management.

Managing Bad News.

Responding to Rumors.


Chapter 2 Investor Relations Officer Position.

Key Aspects of the IRO Position.

IRO Job Description.

Investor Relations Team.

IRO as Management Representative.


Chapter 3 Creating the Company Story.

Creating the Story.

Packaging the Story.

Strategic Credibility.

Clarifying and Mitigating Risk.

Company Reputation.

Matching the Company to the Story.

Duration of the Story.

Coordination with Public Relations.


Chapter 4 Event Management.

Conference Call.

Road Show.

Non-Deal Road Show.

Annual Meeting.

Plant Tour.

Annual Analyst Meeting.

Analyst and Industry Conferences.

Podcast Dissemination.

Video Dissemination.

Blog Dissemination.

Event Disclosure Issues.

Practicing for Events.


Chapter 5 Public Communications.

Constructing a Press Release.

Dealing with the Media.

Dealing with Electronic Message Boards.

Investor Relations Advertising.


Chapter 6 Publications.

Fact Sheet.

Annual Report.

Product Pipeline Report.

Company-Paid Research Reports.

Independent Research Reports.

Welcome Kit.


Other Publications.

Information Tracking Systems for Publications.

Legal Liability.


Chapter 7 Investor Relations Web Site.

Basic Investor Relations Web Site.

Intermediate Investor Relations Web Site.

Advanced Investor Relations Web Site.

Web Site Layout.

Hyperlink Liability.

Sample Web Sites.


Chapter 8 Management Discussion and Analysis Section.

MD&A Reporting Requirements.

SEC Guidance.

Examples of Enhanced MD&A Disclosure.

A Case for Full Disclosure.


Chapter 9 Disclosure.

Form 8-K.

Disclosure of Non-GAAP Information.

Regulation FD.

Disclosure Policy.

Disclosure Procedure.

Ensuring Compliance with Disclosure Rules.

Disclosure During an Initial Public Offering.


Chapter 10 Forward-Looking Statements.

Basis for Class Action Lawsuits.

Private Securities Litigation Reform Act.

Forward-Looking Statements.

Legal Liability for Past Statements.


Chapter 11 Providing Guidance.

Whether to Provide Guidance.

Form of Guidance Issued.

Frequency and Timing of Guidance.

Aggressiveness of Guidance.

Guidance Policy.


Chapter 12 Dealing with the Sell Side.

Analyst's Perspective.

Finding the Right Analyst.

Dealing with Analysts.

Negative Analyst Report.

Dealing with Brokers.

Pump and Dump.

Dealing with Investment Bankers.

Dealing with Sell-Side Specialists.


Chapter 13 Dealing with the Buy Side.

Types of Investors.

Dealing with Institutional Investors.

Travel Requirements for Meetings with Institutional Investors.

Dealing with Individual Investors.

Dealing with Investment Clubs.

Dealing with Foreign Investors.

Investor Presentation.

Managing a Private Investment in Public Equity.

Accredited Investor.

Dividend Reinvestment.

Direct Stock Purchase Plans.


Chapter 14 Dealing with Credit Rating Agencies.

Credit Rating Agency Relationship.


Chapter 15 Dealing with Short Sellers and Activist Investors.

How Short Sellers Operate.

How to Handle Short Sellers.

Monitoring Short Sellers.

Dealing with Activist Investors.


Chapter 16 Dealing with the Board of Directors.

IRO and the Board of Directors.

Investor Relations Board Packet.


Chapter 17 Major Stock Exchanges.

Listing Process.

American Stock Exchange.

Overview of the NASDAQ.

NASDAQ Capital Market.

NASDAQ Global Market.

New York Stock Exchange.

Comparing the Stock Exchanges.


Chapter 18 Monitoring the Market.

Monitoring through Internet Services.

Monitoring through Individuals.

Surveying Investors.

Locating Investors.

Monitoring through a Stock Surveillance Service.

Monitoring through a Stock Transfer Agent.

Bloomberg Terminals.

Electronic Message Boards.

Activity Caused by Trading Strategies.


Chapter 19 Blue Sky Laws.

Blue Sky Law Requirements and Implications.

Blue Sky Advice for the IRO.

Chapter 20 Proxy Solicitations.

Proxy Solicitation Concepts.

Online Proxy Voting.

Proxy Distribution Process.

NYSE Rule 452.


Chapter 21 Dividends and Stock Buy-Backs.

Transition to a Dividend.

Dividend Policy.

Stock Buy-Back Alternative.

SEC Conditions on Stock Buy-Backs.

Disclosure of a Stock Buy-Back Program.

Odd-Lot Shareholdings.


Chapter 22 Outsourcing Investor Relations.

Skill Set of an Investor Relations Consultant.

Managing the Consultant Relationship.

National Investor Relations Institute.


Chapter 23 Investor Relations Metrics.

Internal and Financial Metrics.

Peer Metrics.

Company-Specific Metrics.

Metrics Consistency.

Explaining Results.