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Forum reference:

Careful academic research documents what everyone knows about preferential access

 

For the research paper referenced in the article below, see

Related research by one of the paper's authors has been presented previously for Forum attention:

Notes: This posting was subsequently referenced in a general business news publication distributed to Forum participants: January 8, 2018 Bloomberg View: "What Do Investors and Companies Talk About?"

The issue of preferential access to corporate information was one of the professional investor concerns addressed by the Shareholder Forum's initial 1999-2000 programs that encouraged the adoption of SEC Regulation FD, and has been has been a subject of continuing participant interest.

 

Source: TheCorporateCounsel.net, January 5, 2018 posting

 

 

January 5, 2018


Investor “One-on-Ones”: Pushing the FD Envelope?

When Reg FD was adopted back in 2000, some predicted the death of the investor “one-on-one” – private meetings between investors and top corporate brass. That prediction turned out to be about as accurate as the one that said we’d all be flying our jetpacks to work by now.

Instead, these meetings remain common, particularly among companies seeking to raise their profile with investors.  But now the smarty-pantses at Harvard Business School have published a new study that looks what gets asked at those meetings.  While a lot of questions are pretty mundane – e.g. “what keeps you up at night?” – some clearly represent an effort to obtain more timely information about companies than what’s been publicly disclosed. Check out this excerpt:

The cash balance of the firm two months after the release of the quarterly report may be stale information. Understanding whether the firm has sufficient cash to continue operations may be salient for an investor’s investment decision so the investor will seek more timely information from management. From a regulatory perspective, timely questions appear to pose the greatest regulatory risk for managers in responding. Nonetheless, we find that most private interactions include at least one timely question posed to management.

Representative examples of timely questions include:

– “How much cash do you have now?”
– “Do you know additional sell side analysts that will be launching initiation reports?”
– “Are you done with recruitment or still enrolling?”
– “Are the Q2 earnings call expectations still valid?”

Management’s responses to any of these questions may raise Reg FD issues – and reaffirming quarterly guidance has been specifically flagged by the Staff as a problem under Reg FD.  The study’s results suggest what many of us have long thought – that these private investor meetings are an FD compliance minefield.

Posted by John Jenkins

Permalink: https://www.thecorporatecounsel.net/blog/2018/01/investor-one-on-ones-pushing-the-fd-envelope.html

 

 

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