How Investors Consume Content Q#16: Does a company’s corporate governance (BoD, CEO compensation, etc.) weigh in on your investment decision?

Clearly, the majority of investors care about corporate governance. The general opinion, in regard to shareholder communications, is that too many companies view “governance” as a once a year proxy communications event – lately culminating in a dramatic say-on-pay vote. Shareholders communications is a 365 event. Don’t wait for the vote. 

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Activists seem to heavily focus on governance… and proxy fights will happen. Keeping “regular” investors informed is your best defense.

Have a great day

OTC Markets Group and PR Newswire Event to Highlight Successful U.S. Investor Communications Strategies for European Companies

NEW YORK  /PRNewswire/ — More than 700 European-headquartered global companies are cross-traded in the U.S. on off-exchange marketplaces, yet few of them garner the U.S. investor attention or trading volumes they seek.  What separates successful U.S. investor relations (“IR”) programs from unsuccessful ones often comes down to communication – regular, systematic communication of a company’s news, financial disclosure and corporate story to U.S. investors.

“Trans-Atlantic Information Flow: Making Sure North American Investors Don’t See Blank Screens,” a breakfast forum taking place in Paris on January 21, will educate European global companies about the OTCQX and OTCQB marketplaces in the U.S. and provide guidance and best practices on cost-effectively reaching U.S. investors.  The event is organized by OTC Markets Group Inc. (OTCQX: OTCM), operator of the OTCQX®, OTCQB® and OTC Pink® financial marketplaces, and PR Newswire, the global leader in news and information distribution services for professional communicators.

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“Trans-Atlantic Information Flow” will include presentations by OTC Markets Group and PR Newswire as well as a panel discussion with Martine Hue, Investor Relations Director of Publicis Groupe S.A., which trades on OTCQX; PR Newswire Investor Relations Consultant Mark Hynes; and Sami Toutounji, Partner of Shearman & Sterling, an international law firm. The speakers will share key learnings in U.S. investor communications strategies.

“The most visible and actively-traded international companies in our market – companies like Publicis – are those that have committed to providing their U.S. shareholders convenient access to their English language news and disclosure, generally through a major news distribution service like PR Newswire,” said Jason Paltrowitz, Managing Director and Global Head of Business Development for OTC Markets Group.  “Our intention with this event is to educate French and other European companies about the options available to them in the U.S. markets and methods for increasing their visibility with U.S. investors seeking international investment opportunities.”

“We are excited to be partnering with OTC Markets Group for this event,” said Lisa Ashworth, President, EMEA & India, PR Newswire. “OTC Markets Group’s guidance on a best practice communication strategy coupled with PR Newswire’s expertise in reaching worldwide audiences should make this a valuable forum for those interested in improving visibility and understanding amongst the U.S. investment community.”

Event Details:
“Trans-Atlantic Information Flow: Making Sure North American Investors Don’t See Blank Screens”
Date:
Wednesday, January 21, 2015
Time: 9:00 to 11:00 a.m. (registration begins at 8:30 a.m.)
Location: Hotel Westminster, 13, rue de la Paix, 75002, Paris
About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates Open, Transparent and Connected financial marketplaces for 10,000 U.S. and global securities.  Through our OTC Link® ATS, we directly link a diverse network of broker-dealers that provide liquidity and execution services for a wide spectrum of securities.  We organize these securities into marketplaces to better inform investors of opportunities and risks – OTCQX®, The Best Marketplace; OTCQB®, The Venture Marketplace; and OTC Pink®, The Open Marketplace.  Our data-driven platform enables investors to easily trade through the broker of their choice at the best possible price and empowers a broad range of companies to improve the quality and availability of information for their investors.  To learn more about how we create better informed and more efficient financial marketplaces, visit www.otcmarkets.com.

OTC Link ATS is operated by OTC Link LLC, member FINRA/SIPC and SEC regulated ATS.
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About PR Newswire
PR Newswire (www.prnewswire.co.uk) is the leading global provider of PR and corporate communications tools that enable clients to distribute news and rich content across traditional, digital and social media channels in real time with full actionable reporting and monitoring.

Producing, optimizing and targeting news and content across the world’s largest multichannel distribution network and offering the most accurate and frequently updated opted in journalist databases for over 60 years PR Newswire has a truly global reach serving clients across EMEA, India, the Americas and Asia-Pacific.

PR Newswire is part of UBM plc.

Investor Relations Officers ~ Class of 2015!

Twice a year, the National Investor Relations Institute (NIRI) offers an excellent seminar on the fundamental skills needed for the art and science of Investor Relations. Split between Boston, MA in September and Santa Monica, CA in last week, over 250 IR newbies gathered to learn. As a sponsor, we had the opportunity to ask attendees two questions.

Selfishly, we asked these questions to help us understand the personas of who we support with our communications and compliance services. Being a proponent of a transparent industy, we posted the results from just Boston here. Note: there was no regional difference to the responses. The results below are both coasts combined.

NIRIfund-westROLE

As noted in September, the incoming class are highly financial-based – 2:1 compared to communictions-based. An opinion could be that the always increasing complexity of the capital markets warrants a very strong financial background. Also, the services we (and others) offer GREATLY simplify the tasks needed for shareholder communications – perhaps lessening the tactical communications burden so issuers can focus on strategy. Having the right tool does matter.

One observation: a very small percentage of sell-side analysts (and zero buy-side) came to the NIRI seminar. Anecdotally the industry “buzz” has been that the demise of the sell-side has pushed those ex-Wall Street folks into IR, but this survey does not support that. It could be that the analysts don’t feel they require “IR training” and don’t join NIRI. This may change as NIRI expands to create a IR certification program.

NIRIfund-westYEARS

These results support the more traditional view of IR being a medley of pasts.

Have a great day – and book YOUR trip for NIRI’s Annual Conference, Chicago, June 11 – 15, 2015.

IPOs and Transactions: January 12 – 16

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Signal Genetics Inc. w/ Blank Rome LLP and Reed Smith LLP, Cullen Agriculture Holdings Corp. w/ Graubard Miller and Ellenoff Grossman & Schole LLP and Sucampo Pharmaceuticals Inc. w/ Manatt, Phelps & Phillips, LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value for 2015.

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Registrant Symbol Form Exchange Law firm / Advisor
SANCHEZ ENERGY CORP SN S-4 NYSE Akin Gump Strauss Hauer & Feld LLP
JOURNAL MEDIA GROUP, INC. ~ S-4 ~ Baker & Hostetler LLP
CARRIZO OIL & GAS INC CRZO S-4 Nasdaq Baker Botts L.L.P.
FRANKLIN FINANCIAL NETWORK INC. FRFN S-1 ~ Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
MRI INTERVENTIONS, INC. MRIC S-1 OTC Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
HORIZON BANCORP /IN/ HBNC S-3 Nasdaq Barnes & Thornburg LLP
STONEGATE MORTGAGE CORP SGM S-3 NYSE Barnes & Thornburg LLP
SIGNAL GENETICS, INC. SGNL S-1 Nasdaq Blank Rome LLP
CACHET FINANCIAL SOLUTIONS, INC. CAFN S-1 OTC Briggs and Morgan, P.A.
REVENUE.COM CORP ~ S-1 ~ Clark Wilson LLP
LIBERTY STAR URANIUM & METALS CORP. LBSR S-1 ~ Clark Wilson LLP
PARATEK PHARMACEUTICALS, INC. PRTK S-3 Nasdaq Cooley LLP
CORPORATE CAPITAL TRUST, INC. ~ N-2 ~ Dechert LLP
R M DIVERSIFIED, INC. ~ S-1 ~ Dennis Brovarone, Esq.
IMAGEWARE SYSTEMS INC IWSY S-3 ~ Disclosure Law Group, LLP
INTERNATIONAL STEM CELL CORP ISCO S-1 ~ DLA Piper LLP
CULLEN AGRICULTURAL HOLDING CORP CAGZ S-4 OTC Ellenoff Grossman & Schole LLP
JOURNAL MEDIA GROUP, INC. ~ S-4 ~ Foley & Lardner LLP
CURRENCYSHARES AUSTRALIAN DOLLAR TRUST FXA S-3 NYSE Foley & Lardner LLP
BELLEROPHON THERAPEUTICS LLC ~ S-1 ~ Goodwin Procter LLP
MARINA BIOTECH, INC. MRNA S-1 ~ Goodwin Procter LLP
ZAFGEN, INC. ZFGN S-1 Nasdaq Goodwin Procter LLP
CULLEN AGRICULTURAL HOLDING CORP CAGZ S-4 OTC Graubard Miller
INVIVO THERAPEUTICS HOLDINGS CORP. NVIV S-3 ~ Greenberg Traurig, LLP
ACAR LEASING LTD. ~ S-3 ~ Katten Muchin Rosenman LLP
CHANTICLEER HOLDINGS, INC. HOTR S-1 Nasdaq Libertas Law Group, Inc.
NEW MEDIA INSIGHT GROUP, INC. NMED S-1 ~ Macdonald Tuskey
SUCAMPO PHARMACEUTICALS, INC. SCMP S-3 Nasdaq Manatt, Phelps & Phillips, LLP
DIGIRAD CORP DRAD S-3 Nasdaq Olshan Frome Wolosky LLP
MARINA BIOTECH, INC. MRNA S-1 ~ Pryor Cashman LLP
SIGNAL GENETICS, INC. SGNL S-1 Nasdaq Reed Smith LLP
ADCARE HEALTH SYSTEMS, INC ADK S-3 NYSE Rogers & Hardin LLP
MICHAELS COMPANIES, INC. MIK S-1 Nasdaq Ropes & Gray LLP
ZAFGEN, INC. ZFGN S-1 Nasdaq Ropes & Gray LLP
FRANKLIN FINANCIAL NETWORK INC. FRFN S-1 ~ Sidley Austin LLP
MICHAELS COMPANIES, INC. MIK S-1 Nasdaq Simpson Thacher & Bartlett LLP
STONEGATE MORTGAGE CORP SGM S-3 NYSE Sullivan & Cromwell LLP
FULL CIRCLE CAPITAL CORP FULL N-2 Nasdaq Sutherland Asbill & Brennan LLP
KINDRED BIOSCIENCES, INC. KIN S-3 Nasdaq TroyGould PC
SPECTRA ENERGY PARTNERS, LP SEP S-3 NYSE Vinson & Elkins L.L.P.
CANWEALTH MINERALS CORP ~ S-1 ~ Westerman Ball Ederer Miller Zucker & Sharfstein, LLP
BELLEROPHON THERAPEUTICS LLC ~ S-1 ~ Wilmer Cutler Pickering Hale and Dorr LLP
BARRACUDA NETWORKS INC CUDA S-3 NYSE Wilson Sonsini Goodrich & Rosati, P.C.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week.

IPO Underwriters of the Week: January 12 – 16

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
SIGNAL GENETICS, INC. S-1 Aegis Capital Corp. ~ ~
MICHAELS COMPANIES, INC. S-1 J.P. Morgan Securities LLC Goldman, Sachs & Co. ~
ZAFGEN, INC. S-1 Leerink Partners LLC Cowen and Company, LLC Canaccord Genuity Inc. / JMP Securities LLC
BELLEROPHON THERAPEUTICS LLC S-1 Leerink Partners LLC Cowen and Company, LLC ~
FRANKLIN FINANCIAL NETWORK INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. ~ ~
NEW MEDIA INSIGHT GROUP, INC. S-1 Premier Venture Partners, LLC ~ ~
MARINA BIOTECH, INC. S-1 Roth Capital Partners, LLC Ladenburg Thalmann & Co. Inc. ~
LIBERTY STAR URANIUM & METALS CORP. S-1 Tangiers Investment Group, LLC ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Have a great week.

XBRL study reveals fees are not oppressive for emerging growth companies

Nothing about this study surprised Team Vintage. We’ve delivered intelligent value to our clients since the initiation of XBRL. It has NOT been easy – as the SEC mandate (hopes & desires) was a little ahead of the technology… however the reporting industry is all caught up.

This point is why so many of us “filing agents” are puzzled by how Congress allowed itself to be intimidated by lobbyists to chisel transparency back into stone tablets i.e. PDFs and a la’ carte spreadsheets. (Here’s my rant on THAT) I assume they are working from outdated data.

In a professional non-rant manner, XBRL US and the American Institute of CPAs (AICPA) recently surveyed XBRL filing agents and received cost practices for 1,299 small public companies: $75 million or less in market capitalization.

XBRL-fees

From the AICPA:

Our survey showed that 69% of the companies paid $10,000 or less on an annual basis for fully outsourced creation and filing solutions of their XBRL filings. Meanwhile, 18% of the companies paid annual costs of between $10,000 to $20,000 for their full service outsourced solutions. Only 8% of companies paid more than $25,000 in annual costs. No company’s annual cost exceeded $50,000.

Through discussions with the vendors we found that companies that paid higher annual fees did so due to complexities in their financial statements and rush charges imposed given the many last minute changes to the filings (e.g., filing changes for an IPO).

Certainly, as we continually tell our clientbase, preparation and process is essential. From a pure Vintage support POV, our fleXBRL program is a dynamic solution: it can flex to exactly meet the demands per each unique client – regardless if it’s a 100% budget restraint or quarter-after-quarter deadline (internal process) challenge.

One clear fact has emerged: the SEC lost focus on XBRL for a while, but now Chairman White understands its importance. 

Have a great day.

SEC closed on Martin Luther King, Jr. Day: January 19, 2015

In honor of Martin Luther King, Jr., the SEC is closed on Monday, January 19, 2015.  No files can be received. 

MLK

 

Files submitted after 5:30 pm ET, Friday, January 16, 2015 will receive a filing date of Tuesday, January 20, 2015 and will be posted to the public on January 20.

As with other holiday closings, the following file types will receive a Friday, January 16, 2015 filing date if filed by 10:00 pm ET on Friday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday, January 19, 2015, the SEC will move the due date of Tuesday, January 20, 2015.

HAPPY NEW YEAR!

PS: Download a 2015 SEC calendar here.