Category Archives: Investor relations

IPO, meet ED(GAR)… your new lifelong BFF

Simultaneously, as we are working with soon-to-be-public companies on their S-1 registration, we’re getting their EDGAR* ducks in a row – assuring they have the right codes, Vintage teammates and tactical regulatory filing procedures in place to be a compliant and transparent issuer. In addition to clients’ general counsel and outside securities law firm, the investor relations department often need a briefing on their ’34 Exchange Act key filings.


Below is a simplified overview. Click here to be sent hardcopy guidebooks with excruciating detail.

NYSE, NASDAQ and OTC Markets traded public companies must register under Section 12 of the ‘34 Exchange Act

Periodic reporting obligations of the ‘34 Exchange Act

  • Annual report – Form 10-K
  • Quarterly reports – Form 10-Q
  • Current reports – Form 8-K
    • Amendments to charter or bylaws
    • Amendments to Code of Ethics
    • An obligation under an off-balance sheet arrangement
    • Appointment of principal officers
    • Bankruptcy or receivership
    • Changes in accounting firms
    • Changes in fiscal year
    • Completion of the acquisition or deposition of assets
    • Costs associated with exit or disposal activities
    • Creation of a direct financial obligation
    • Departure of directors
    • Departure of principal officers
    • Election of directors
    • Entry into and termination all material is definitive agreement
    • Events that accelerate or increases the direct financial obligation or obligation under off-balance sheet arrangement
    • Failure to satisfy an exchange existing conditioned listing rule or standard
    • Financial statements relating to material acquisitions and exhibits
    • Material compensation arrangements with principal officers
    • Material impairments
    • Material modification to rights of security holders
    • Notice of exchange delisting
    • Regulation FD compliance
    • Results from shareholders’ meetings
    • Results of operations and financial conditions
    • Temporary suspension of trading under employee benefit plans
    • Transfer of listing from one exchange to another
    • Unregistered sales of equity securities
    • Voluntary (random) event disclosure
    • Waiver of a provision of Code of Ethics

Section 14 proxy rules of the ‘34 Exchange Act

  • Proxy Statement
  • Annual Report to shareholders

Section 13 of the ‘34 Exchange Act

  • Schedule 13D or 13 G filing obligation for 5% beneficial owners
  • Beneficial ownership is voting and dispositive power

Section 16 of the ‘34 Exchange Act

  • Statutory insiders – officers, directors and 10% beneficial owners – must file Forms: 3, 4 and 5
  • Beneficial ownership is pecuniary interest
  • Strict liability for short-swing profits

Other schedules include Form F13 and 13H for investment services companies

Disclosure controls

Rule 13a-15 of the ‘34 Exchange Act requires issuers to establish, maintain and enforce disclosure controls and procedures designed to ensure the proper handling of the information that is required to be disclosed in reports filed or submitted under the ‘34 Exchange Act. Additionally, the procedures must ensure that management has all the information that it needs to make timely disclosure decisions

Disclosure controls and procedures relate to collecting and processing information at providing it to management in a timely manner to assess whether disclosure is warranted

CFO and CEOs are responsible for designing the controls and procedures, assessing them as of the end of each fiscal quarter and publicly disclosing the results of their evaluation

  • The SEC has not mandated or identified any specific set of controls
  • There is no definitive SEC ruled checklist and no single set of procedures are appropriate for every public company

NOTE: Disclosure controls overlap with Sarbanes-Oxley(SOX) 404’s internal control over financial reporting which is a process designed and supervised by the issuer’s CEO and CFO and effected by the board of directors, management and other personal. These controls must provide a reasonable assurance regarding the reliability of the financial reports their preparation for external distribution in accordance with GAAP and is evaluated by management and audited annually in a defined manner.  

*Electronic Data Gathering, Analysis and Retrieval

“Communicate in the way that you want to be perceived.”

Last week’s discussion of Goldman Sachs forgoing traditional earnings release dissemination brought out the semi-annual conversation of what the investor relations niche labels as “web disclosure.” Specifically, this is in reference to the 2008 and 2013 SEC guidance regarding 2000’s Reg FD. A company is allowed to use their own owned media (corporate website and social media) as a regulatory disclosure media if their owned media(s) are a “recognized channel.”

With clear awareness of the bias this blog has towards using newswires, KSCA managing partner Jeffrey Goldberger’s blog conveyed the balanced view: one size does not fit all.

“That said, communicating like Goldman Sachs does not make sense for companies that lack Goldman’s brand permission.

The challenge for many of the thousands of publicly-traded equities is that as hard as they try (and try they do), they will never achieve the brand or shareholder recognition of Goldman Sachs.  Many of these companies struggle each and every day to gain traction with retail and institutional investors and are in no position to quickly follow in the steps of Goldman.  They rely—and rightly so—on the broad reach of wire services to share announcements with otherwise inaccessible audiences.

The idea that micro-cap or small-cap companies could have the power to dictate how investors receive their news is unrealistic.”

The above blog quote is not a new byte Jeffrey created for the GS discussion. It’s an underlying perspective KSCA use for clients, particularly smaller companies. Below is a brief snippet from a Fall 2014 webinar regarding the content investors want and Jeffrey’s guidance on how small-caps must behave.

Every company has their own marketing, public relations and investors relations strategy. The tools will follow that strategy. One size does not fit all.

THIS WHITEPAPER has great detail on the content investors want.

VIDEO: Show us your birth certificate, IRO!

As a conceptual blend of Trump’s Birthergate and The National Investor Relations Institute’s (NIRI) new IRC program (to qualify IROs’ skill set), we again surveyed the attendees at NIRI’s excellent annual Fundamentals of Investor Relations sessions to understand their credentials / birth certificates.

125 attendees gathered in Boston last week for the 3.5 day seminar… an IR 101. In addition to North America, the “students” (and current clients) fly in from across the globe. We added this data from the SAME event survey from Fall 2014 (Boston) and Spring 2015 (Santa Monica, CA.).

Where are investor relations officers born? (play the video)

These numbers are no surprise from a service provider anecdotal perspective. Our conversations, client and prospect, have shown us this… what we assume is a cultural evolution of the craft of IR. The new practitioners are coming over from financial departments, rather than the communications departments.

The low amount of Buy- and Sell-side analysts is interesting, in context to all the banter heard on this. As many of them being Wall Street smartypants, perhaps many of them don’t feel they need a communications education.

“Great report, thanks. How’s the quarter going?”


StockTwits is the 83% powerhouse of “tweet-ish” investor traffic

This summer’s “much-to-do-about-nothing” news was that Nestle IR was shutting down its IR dedicated independent Twitter feed and rolling its IR tweets into with the cooperate Twitter feed. The reason stated by Nestle was simply lack of ROI.

Fair enough. So where can an IR department find ROI? This prompted a review of our apples-to-apples research looking at both Twitter and StockTwits. Note: although this is a comparison, you do not have to choose one over the other. Use both if you wish. This is a discussion about targeting your shareholder communications to social media-minded investors… maximizing your efforts in social media.


The chart above is representative of all Twitter and StockTwits trafiic generated for the month of August 2015 – via identical $CASHTAGGED content I simultaneously posted  into both the networks of StockTwits and Twitter. The inbound traffic generated from that outbound was monitored and measured.

The 4 pieces of outbound content drove, directly due to the $CASHTAGs, 298 inbound traffic referrals. StockTwits delivered 246 compared to Twitter’s 52.

Bottom-line: if and when you are sharing your IR content into social media, if you are tweeting your $CASHTAGGED content only into Twitter and not into StockTwits, you are walking away from 83% of the audience who want this tweet-based content from you.

And… if you are not including your $CASHTAG, you are walking away from most everybody in the capital markets. $CASHTAGs are how investors sort and filter tweets within StockTwits and Twitter. Your $CASHTAG is your targeting tool.

ACTION ITEM: StockTwits and Twitter are news streams. If you have further questions about StockTwits and Twitter – including their differences and how to use them with very little work, please download this whitepaper.

6 podcasts to help SMID-cap IPOs think big

Newly IPO-ed small and mid-cap issuers (“SMID-caps”) have many new skills to learn in their transition from private to publicly held. Our six-part webinar series – now available as online or downloaded MP3 podcasts – discuss the “must-practices” investor relations skills in these 30-minute sessions.

Session 1: How to set up and manage the IR function

Session 2: How to compose your first quarterly earnings release and SEC filing

Session 3: How to host your first earnings conference call



Session 4: How to build your IR website

Session 5: How to target investors

Session 6: How to present and network at an investor conference

The sessions are free, other than the obligatory name, rank and serial number log-in. CLICK HERE


How to present and network at an investor conference: Free webinar, September 15, 2:00 PM ET

DARROW56-part investor relations educational series for OTC Markets and Nasdaq Capital Markets listed companies

NEW YORK, September 15, 2015 /PRNewswire/ — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to invite CEOs, CFO, investor relations departments and senior executives at entrepreneurial start-up organizations and emerging growth companies to attend this new educational webinar series: “What you must know BEFORE and AFTER your IPO” 

Session 6: How to present and network at an investor conferences     

DATE: September 15, 2015
TIME: 2:00 PM ET
LENGTH: 30 minutes

PRE- REGISTRATION:               

Pre-registration is recommended to save time on event day. There is no fee to attend and there will be a live Q&A session.


With first-hand “how-to” advice specially structured for small and micro-cap companies, this six-part series will walk listeners through the steps needed to transparently and effectively communicate with current shareholders and prospective investors. The cadence of the series will be casual, delivered succinctly and in plain English.

The webinars, and archived podcasts, are moderated by Bradley H. Smith, PR Newswire/Vintage’s director of marketing, and features the investor relations expertise of Tad Gage and Bernie Kilkelly of Darrow Associates.

After the live session, the webinars will be available for 24/7 listening both online and as a downloaded audio podcast.

What you must know BEFORE and AFTER your IPO

  • Session 1: How to set-up and manage the IR function
  • Session 2: How to compose your first quarterly earnings release and SEC filing
  • Session 3: How to host your first earnings call
  • Session 4: How to build your IR website
  • Session 5: How to target and reach investors

Log-in here to listen to archived sessions.

“This six-part series will not be presenting any investor relations ‘best-practices.’ We’ll be delivering the investor relations ‘must-practices,” said Smith. “As they become a publicly traded organization, emerging growth companies have unique challenges, especially as they work to present themselves to new shareholders at par with large and mega-cap issuers. Darrow Associates have distilled these ‘must-practices,” into a short, concise task list.”

About Vintage
Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. 

ABOUT Darrow Associates
Darrow Associates is an investor relations and financial communications firm with offices in Melville, New York, New York City, Austin, and Silicon Valley. The Darrow Associates team of professionals brings more than 120 years of combined investor relations and Wall Street experience across a range of market sectors and market-caps to its client base of nearly 20 companies. Darrow Associates’ professionals have significant experience in partnering with public and pre-IPO companies in the technology, telecommunications, media, business services, alternative energy, clean technology, healthcare, financial services, industrial, and aerospace and defense industries.  Additional information is available at

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

The strategy of targeting investors does not change

Judging by how well attended our webinar on targeting was, it seems a review of this essential function is appropriate. It is so core to the investor relation craft, it’s never a redundant discussion.

To start tactically, targeting investors is a fairly big topic, with many different methods depending on the level of specificity an investor relations department wants (or can) to apply in context to the specificity of their stock’s attributes.


In the most common definition of Targeting (with a capital T), an IRO will match their equity’s attributes against an institutional investor’s approach or investment style. This information lives within the quarterly 13F data institutional investors must file with the SEC.

Although an institution’s 13F filings are public information, databases like leading tool (and our partner) Ipreo allow investor relations to easy parse all 13F information to expedite the analysis of historical stock positions and holdings styles across industries, sectors and peers. Once the institution is identified, IR needs to keep clicking deeper to get the exact name and contact information of the portfolio manager.

How powerful is this? Imagine if Pepsi could get the name and email of every person who bought a bottle of Coke. In Ohio. In Cleveland. On Trevor St. IR really needs to think like a marketer. Ask your CMO what they would do with such a tool.

Targeting goals:

  • Build a balanced shareholder base: geography, style, percent held, dollars held, etc.
  • Place management in front of “qualified buyers”
  • Reduce volatility and gain fair value

Getting started points:

  • Learn who owns your stock. Does their historical approach match your perception of your attributes?
  • Understand your holders’ style. Does their style cut across all their holdings? GARP, growth, value, income, momentum?
  • Who owns your peers? Do they have a position in your stock?
  • What is the sell-side doing with your (and peer) stocks quarter over quarter?

At first, chances are you’ll be casting a wide net via email. Slowly, by tracking the response, you hone your targeting parameters… or even change your “sales pitch.” It is also important to understand that the 13F information is dated by at least 45 days by the time you receive it. Targeting a long-term, careful process.

It’s the quintessential “relations” part of investor relations.