Category Unique Situations

Accounting

• How to Stop Disclosing a Metric

  You might think you can never stop disclosing a metric once you have started.  However, that is not the case.  You can stop disclosing any metric you want at any time.  Here are some tips and suggestions for you when you have decided to discontinue disclosing a metric that will help make it seamless with… Read more »

• Amended 10-K Due to Material Weakness – Explanatory Paragraph

  Here is an example of a company that had to amend its 10-K after a material weakness in financial controls was discovered. Here is the explanatory paragraph in the 10-K and the updated Item 9A on Internal Controls.

• How to Handle a Non-Traditional Year End

  There are a few things to keep in mind if you have a non-traditional year end. Especially if it results in non-comparative data. For instance, if you have a 52/53-week year end, you will need to explain the extra week. Here are some other considerations.

• Change in Non-GAAP Financial Reporting

  Here is a great example of materials provided to explain a change in non-GAAP financial reporting. Included are items from the webcast, a presentation and a financial schedule. Pure transparency at its finest.

• Change in Accounting Principle – Release

  Here is not only a great example of a detailed and comprehensive earnings release, but one that touches upon a Change in Accounting Principle and Recasting of prior year earnings. It is a great example of hitting it head on and giving a complete perspective.

• Change in Reporting Segments – Example Schedule

  Here is a great example of a schedule that you can disclose to show the details of a change in reporting segments on historical financials.

• Change in Reporting Segments

  Although not as critical to modeling as the financial statements, segment reporting is one of the more popular footnote disclosures. Accordingly, there are some key things you will want to consider if you look to modify your segment reporting. Here are some tips.

• Pro Forma Information – Non-Recurring Events

  From time to time, you will have non-recurring events that may make it challenging to understand the ongoing business trends and expectations. Pro Forma financial information can help you tell your story. Here are some things to consider when using pro forma information.

• Internal Controls Material Weakness Disclosure

  This White Paper provides the key considerations to handling investor awareness of a Material Weakness in your internal controls that you are required to disclose.

Celebration

• Example of Retirement Press Release – Long-Tenured Executive

  Great example of press release for a retirement and successor.

Company

• Press Release – Response to FTC Request

  Here is a nice example of a press release for a comment about responding to a FTC request.

• Press Release – Explanation for Change in Earnings Date

  Here is a great example of a company that had to change its earnings date and the reason why.  Transparency wins again.

• Public Response to Attorney General

  Here is a fairly strong public response to the actions of a state Attorney General.  Stern and professional – good stuff.

• Press Release – Response to Market Rumors

  Here is a short and sweet press release to provide a statement on market rumors. This is a great way to nail this quickly.

• Earnings Release – 1Q 2020 – Amazon

  Over the past few years, Jeff Bezos is matching Warren Buffett for straight-forwardness and candor in explaining strategy and performance.  Here is the latest example.  Check out the quote.  Any time a CEO asks the Street to “take a seat”, it is great.  Excellence allows for that.

• Network Security Incident – Press Release Example

  Here is an example press release related to a network security incident.  Rarely can you get hurt by being transparent and communicating.

• Update on Possible Going Private Transaction

  Here is a nice update from a company that is exploring a going private transaction. It is greatly appreciated by the Street to get updates like this. Nicely done.

• Change of Company Name Press Release

  Here is an excellent example of a press release announcing a company name change. Great information and you get the feel this was well thought out and executed. Nice job!

• Example Presentation – Merger of 2 REIT’s

  Here is a nice example presentation of a merger between two REIT companies.

• Merger Impact (Before & After) – Great Example

  This is a great investor overview for a merger to show the impact on reporting segments, financial reporting and other key areas. This can be superbly helpful to the Street understanding the go-forward.

• Press Release – Share Buyback of Significant Holder

  Here is an example press release for a company that buys back its shares from a significant holder.

• Press Release – Responding to Market Speculation & Rumor

  Here is a good example of responding to market speculation and rumor in the midst of an acquisition and merger. Short and sweet.

• Company Response to Governor Press Release

  Included in this resource are 2 press releases. The first is from the Governor of Ohio who publicly announced his state would not do business with a specific company for 1 year. The second press release is the response from the company. We like the direct response approach.

• CEO Statement – Example

  There are certain situations where it may be appropriate to issue a specific statement from your CEO. Examples include a significant transaction, an unexpected world event, or an industry issue. In the attached example, here is a statement issued due to an unexpected officer departure.

• Management Entering into 10(b)(5)-1 Plans – Press Release

  One of the safest ways for management to sell stock is to do so using a well planned 10(b)(5)-1 plan. With it, a Form 4 will be filed with the SEC. To be completely transparent, consider a press release like this one to make it easier for the Street to review and understand.

• M & A – Major Merger Acquisition – Presentation

  Here is a good example of a presentation provided to give clarity and details about a public company acquiring another public company. Great summary.

• Press Release – Unsolicited Offer – Example

  Here is an example press release of a company receiving an unsolicited offer to sell. This certainly is an example of transparency and full disclosure.

• Health of CEO Press Release Example

  In the spirit of transparency when extraordinary measures develop, here is an example press release of the health condition of the CEO when an accident or illness takes place. If the CEO is incapacitated short term or long term, this is a nice way to allow the Street to know.

• M & A – Acquiring a Public Company – Big Deal – Press Release

  Here is a press release for a public company acquiring another public company. $25B deal.

• Presentation – Merger of 2 Mega Cap Companies – Example

  Here is a great and concise investor presentation for the merger of 2 mega cap companies.

• Acquisition Presentation Example

  This is a great example of providing details and color about an acquisition to your investors. This comprehensive presentation when accompanied by a Q & A session is valuable to 100% buy-in from the Street.

• Management and Insiders Selling Stock

  Management selling stock is nearly always met with skepticism from the Street. Here are some tips and suggestions on how to manage and position insider sales.

• Example – Response to Non-Binding Offer

  Here is another example of how a company dealt with an unsolicited, non-binding offer for a third party to acquire their company. Short and sweet.

• Response to U.S. Treasury Notice

  Here is an example of a press release that provides public commentary on a U.S. Treasury notice. Concise and informative; yet short and sweet. A nice disclosure.

• Unsolicited Proposal Press Release Example

  From time to time, companies receive unsolicited offers to sell their business. Depending on the level of detail of the proposal/offer and management’s opinion of the level of interest, you may decide to issue a press release on the offer. Here is a good example of a concise disclosure of such an offer.

• M & A – Example Press Release – Acquisition (of a Public Company by a Public Company)

  Here is a great example of a press release announcing an acquisition of a public company by a public company. It provides an enormous amount of information for the investment community to fully understand the transaction.

• M & A – Example Press Release – Merger (2 Public Companies)

  Here is a great example of a press release announcing a merger between two public companies. It provides an enormous amount of information for the investment community to fully understand the transaction rationale.

• Introducing a New CEO/CFO

  Nothing makes an investor more nervous than a change in top management. Here are some considerations for introducing a new CEO/CFO to the investment community, as well as transitioning this person to Wall Street.

• Introducing a New Director

  A new board member is generally of interest to the investment community. Here are some considerations for how to introduce the new board member to Wall Street.

Other

• Company Press Release Regarding Carl Icahn

  A direct response to activist Carl Icahn’s intent to nominate 2 directors.  Stay on offense.

• Activist Overview – 2019

  Here is a fantastic activist overview presentation from Moelis.  Some great info here.

• Activist Letter and Company Response – Example

  Here is an example of a letter/press release from an activist (first 18 pages) and the company response (3 pages).  

• Activist Open Letter to Shareholders

  Here is an example of an open letter from an activist investor group to shareholders of a company.  Take a look at some of the stats and how they are used against the company.  Could this be done to you?

• Yahoo! Finance Corrections

  As you may have experienced, it is very challenging to figure out how to notify Yahoo! of errors within Yahoo! Finance. However, most of the information and data is fed to Yahoo! from CapitalIQ. Here is how to contact CapitalIQ to get corrections made to your Yahoo! Finance page.

• Correcting and Restating Press Releases – Ex

  Here is an example of a Corrected and Restated Press Release where the original press release was issued at 7:00am and a corrected press release was issued at 9:04am. You can easily identify what changed at the beginning (see highlighted items).

The Street

• Pershing Square – Ackman – Annual Letter 2022

  Here is a great excerpt from Bill Ackman, an activist shareholder. See a glimpse at how they think.

• Postponing/Adjourning Annual Meeting – Lack of Quorum – Press Release

  Here is a nice example for a press release when a company does not have quorum for its annual shareholder meeting.

• 2022 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2022 version.

• Activist Letter to Shareholders – Example

  We are always intrigued taking a look at how an activist communicates to shareholders.  Here is another example.  They all seem to take the same form.  They use scare tactics.  They have all of the answers.  They know how to fix what needs fixing.  Always be prepared for activists if you are not performing with the industry or ROIC is down.

• 2021 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2021 version.

• 2020 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2020 version.

• 2019 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2019 version.

• Business Update – COVID-19

  Here is a business update provided to address COVID-19.  A great example of transparency.

• Business Roundtable article – NY Times – August 2019

  Here is the article from the NY Times on the Business Roundtable new thoughts on what should drive corporations.  Will see if the words become actions.  

• Press Release – CEO Comment on Stock Volatility

  Here is a nice example of a press release issued where a CEO commented on stock price volatility.

• Trading Halt on Stock

  Here is some color on when a stock will have a halt in trading.  Usually most are short (within 10 minutes), but some can last for days.

• Open Letter to CEO from Investor

  Here is a cool open letter from an investor to Elon Musk, CEO of Tesla. The author is a very respected former sell-side tech analyst who was an early believer in Apple.  The letter is stern, but with professionalism.  How would you respond?  

• 2018 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2018 version.

• 2017 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2017 version.

• 2016 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2016 version.

• 2015 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is the 2015 version.

• 2014 BlackRock/Fink Letter to CEO’s

  Starting in 2014, Larry Fink, CEO of BlackRock, has issued a letter to CEO’s of major companies in the BlackRock portfolio.  These letters encourage strong vision, governance and long-term thinking.  Here is that first letter.

• CEO Consortium Letter – Common Sense Governance Principles

  In April 2017, JP Morgan included a one-page listing/letter in its annual report. It was a letter signed by 13 top executives of companies, banks and investment firms.

• Wells Notice

  Here is some background on a Wells Notice issued by the SEC.

• Activist Letter to Management – Example

  Here is a letter written to management by an activist investor. Note: it was also filed with the SEC as part of a 13D filing.

• Securities Litigation Law Firms

  If you ever are involved in an Acquisition of a public company, merger with a public company or a significant drop in share price, there is a high degree of probability that one or many of these securities litigation law firms will file an investigation press release or even a class action lawsuit. Be ready.