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The New Investor Relations provides a wealth of both strategic and tactical advice on how best to manage IR in the twenty-first century.

Part 1 explores the "new look" in IR fundamentals, from disclosure practices to company positioning. The section includes an overview of the demands imposed by the Sarbanes-Oxley Act, Regulation FD, and other regulatory strictures, and discusses the growing and significant nexus between IR and PR.

Part 2 details the IR implications for different financing scenarios—from stock buyback programs to business combination transactions, private placements, and IPOs. Special circumstances require special tactics, and Part 3 of the book covers the challenging problems of crisis management and proxy wars. One such example was the high-profile attempt by shareholders to derail the acquisition of Compaq by Hewlett- Packard in 2001, and the section closes with an in-depth case study of that proxy battle and its fallout.

In the concluding Part 4, the book offers an array of unique perspectives, from IR for microcap companies and for non-U.S. issuers to the critical role good (or bad) IR can play in the credit-rating process. Finally, an investment manager reminds practitioners what the institutional audience is—and is not—looking for in timely company information.

About the Contributors p. xiii
Acknowledgments p. xxv
Introduction p. xxvii
Part 1 Underprinnings of the New Order
1 Fundamentals of Investor Relations p. 3
What's the Point? p. 4
Background on Corporate Disclosure p. 5
The Softer Side of Corporate Reporting p. 10
The Art of the Message p. 12
Targeting the Right Audiences p. 15
Outreach to the Investor p. 18
Need for Flexibility and Adaptability p. 21
2 IR for Blue-Chip Companies: The New Look p. 23
Where Are the Blue Chips Hiding? p. 24
A Buyer's Market p. 26
Investor Relations Today p. 28
Outlook for the Future p. 39
3 Litigation IR and the Duties of Corporate Disclosure and Governance p. 41
How We Got Here p. 43
The IR Challenge p. 53
4 The IR-PR Nexus p. 59
The New Paradigm p. 60
Reputation p. 62
Gatekeepers p. 63
Key Responsibilities p. 63
The Need for Coordinated IR and PR Teams p. 67
Today's Integrated Function p. 71
Part 2 IR Implications for Selected Financing Scenarios
5 Sustained Stock Buybacks: An IR Tool for Mature Companies p. 77
The Mergers Fallacy p. 79
Why Not Buy Back Stock? p. 81
Advantages of a Permanent Repurchase Program p. 82
Countering the Counter-Arguments p. 85
Float Consideration p. 87
6 Investor Relations in M&A Transactions p. 89
Regulation M-A p. 90
Benefits of the Amendments p. 93
Potential Risks Created by the Amendments p. 94
Regulation FD p. 97
Interplay Between Regulation FD and Regulation M-A p. 102
7 Investor Relations for Private Placements p. 105
Role of the IR Team p. 105
The Importance of Being Discreet p. 107
8 Investor Relations for the IPO p. 119
Be Optimistic, But Be Realistic, Too p. 121
Getting Started p. 121
Back to Those Operating Metrics p. 126
Revenue Forecast Reality Check p. 127
Disclosure Policies and Procedures p. 128
The Presentation p. 132
IR Infrastructure p. 133
Part 3 IR Tactics in Proxy Wars and Other Crisis Scenarios
9 Crisis Investor Relations p. 139
To Win the Game, You Have to Get In the Game p. 140
Turning Lemons Into Lemonade p. 146
10 The Art of Winning Proxy Wars p. 149
Readiness for a Proxy Fight p. 149
Preparing a Battle Plan p. 155
Proxy Alternatives: What to Do If the Odds Are Strongly Against You p. 157
A Strategy for Success p. 159
Clearly Defining the Issues p. 164
The Winning Combination: Value, Power, and Ideas p. 167
11 The Hewlett-Packard Merger: A Case Study p. 169
The Opposing Positions p. 170
But Why? p. 171
Part 4 Special Case Perspectives
12 IR for Non-U.S. Issuers Accessing the U.S. Capital Markets p. 183
Preparing to Offer Securities in the United States p. 184
Communications With Investors and the Public p. 190
13 Investor Relations and Microcap Companies p. 195
Attracting the Individual Investor p. 195
Targeting Advisers to High-Net-Worth Investors p. 201
Attracting Institutional Investors p. 204
Benchmarking p. 205
Where Are the Market Makers? p. 206
The Cyberspace Aggravation p. 207
14 IR and the Credit-Ratings Process p. 209
Role of Ratings Agencies p. 210
Composition of the Ratings Analysis p. 211
Conduct of the Management Meeting p. 216
Surveillance and Ongoing Maintenance Coverage p. 219
15 The Information Investment Managers Want From Public Companies p. 221
Institutional Investor Universe p. 222
Institutional Investor Information Needs p. 226
Know Your Stock and Its Place in the Universe p. 231
Index p. 235
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