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Dell Inc.

appraisal rights for intrinsic value realization

and

Walgreen Co.

stock buyback policies

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Forum reference:

Careful academic research documents what everyone knows about preferential access

 

For the full paper summarized by its authors below, see

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

Notes: A general business news publication commentary on the paper summarized below had been previously 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: The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 15, 2018 posting

What Do Investors Ask Managers Privately?

Posted by Eugene F. Soltes and Jihwon Park (Harvard Business School), on Monday, January 15, 2018

Editor’s Note: Eugene Soltes is the Jakurski Family Associate Professor of Business Administration and Jihwon Park is a doctoral candidate at the Harvard Business School. This post is based on their recent paper.

Investors and managers of publicly traded firms spend a considerable amount of time speaking privately. According to the consultancy Ipreo, the average publicly traded firm conducts more than 100 one-on-one meetings annually with investors. While growing body of research provides evidence that these offline interactions offer investors in attendance opportunities to make more informed trading decisions. what actually goes on during these interactions has largely been elusive to outsiders.

In this paper, we seek to better understand the content of private manager-investor interactions by exploring over 1,200 questions posed by investors during private meetings with firm managers from two publicly traded firms. We acquired access to this unique field data by embedding a confederate with extensive investor relations experience in two firms from 2015 to 2016.

Working with investor relations officers (IROs), we devised a classification system for the questions posed by investors and found that they can be categorized into five distinct groups. The first type seeks more detailed insight and clarity of information that is already publicly available. For example, for the biotechnology firm in our sample, one investor asked if the final product would be manufactured in the same facility as the product used in regulatory trials. Other types include questions inquiring about management philosophy (e.g. “What keeps you up at night?”), questions seeking public information more efficiently (e.g. “Can you tell me about the level of share ownership by senior management?”), and questions seeking managers’ feedback on proprietary ideas and investment theses (e.g. “What looks more attractive right now: M&A activity or share buybacks?”).

Finally, the fifth type of questions are those seeking more timely information from managers. These are questions where the investor seeks data or information that is more recent than that available from public sources. For instance, one question that we observe investors frequently asking is around current cash holdings. Notably, the investor is not seeking the figure publicly disclosed in the 10-Q a month prior to the meeting. Rather, they are seeking to acquire an update of the financial statement information as of the date of the meeting.

We examine whether the types of questions asked by investors are predictable based on the personal background of the investor, their shareholdings in the firm, the characteristics of the fund they work for, and the venue where the offline interaction took place. Broadly, we find that in numerous instances the type and frequency of questions are strongly associated with several of these characteristics. In particular, investors who are more experienced and meet with managers of the firm more often are more likely to ask timely questions. Moreover, investors who hold a position in the firm, work for larger funds, and meet more often are less likely to ask efficiency questions that are readily answered by referring to public data sources.

We have data on the venues of meetings (i.e. conference, roadshow, or private phone call) and find that investors who gain access to management during a roadshow or private call ask the most questions. However, the greater number of questions asked during roadshows tends to be driven by the fact that the duration of the interactions is longer on average for roadshows. When the duration of the interaction is taken into account, conference meetings and private calls tend to be the most efficient meetings in terms of the number of questions asked. Management philosophy questions (e.g. “What keeps you up at night?”) potentially convey direct informational benefits, but also offer insight into managers via their body language and expression. We find that investors tend to less frequently ask such philosophical questions during private calls as compared to physical in-person interactions.

We also examine the differences in the types of questions asked publicly (during conference calls) to those asked privately during offline meetings. We find that the vast majority of questions on public conference calls are questions seeking greater detail, and we find no examples of timely or efficiency questions being asked. We also find that the number of dialogues is similar between public and private meetings, but the lack of superfluous pleasantries tend to mean that there is more interaction in private settings.

Prior research on private meetings has examined whether offline interactions are associated with changes in trading of the firm’s security. We further expand this analysis by examining whether such trading around private meetings is predominately associated with certain kinds of meetings based on the types of questions asked by investors. We find that aggregate trading in a firm’s security is higher when more forward looking questions are asked. Moreover, we find that when investors ask more forward looking or negative questions during private interactions, they are more likely to increase or decrease their position in the firm over the quarter. While this analysis is subject to a number of caveats associated with our ability to measures changes in ownership surrounding meetings, this preliminary evidence suggests certain kinds of interactions between managers and investors are more likely to generate the kinds of “benefits” associated with private meetings that has been documented in the prior literature.

Overall, our analysis begins to illuminate the confidential interactions between managers and investors. The fact that our sample firms would allow us to record these interactions suggests that they believed they conservatively approached these interactions with investors. Nonetheless, the nature of some of the questions—in particular those related to acquiring more timely information—and managers’ potential willingness to respond shows the difficulty in easily classifying what is viewed as permitted under Reg FD.

The complete paper is available here.

 

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