TheCorporateCounsel.net

Here are the results from a recent survey on earnings releases and earnings calls (the last similar survey was in ’07):

1. Regarding the archiving of earnings calls on our corporate web site:

– We archive them for one quarter – 31%
– We archive them for six months – 3%
– We archive them for between 6 and 12 months – 6%
– We archive them for 12 months – 40%
– We archive them for over one year – 11%
– We don’t archive our earnings calls – 9%

2. When we make/provide our earnings calls and related materials timely by a broadly available webcast and/or teleconference:

– We always file (or “furnish”) the transcript and related materials on a Form 8-K – 14%
– We sometimes file (or “furnish”) the transcript and related materials on a Form 8-K – 3%
– We never file (or “furnish”) a transcript and related materials on a Form 8-K (unless material information was disclosed during the earnings call that was not disclosed in the earnings release) – 84%

3. During the past few years:

– We have changed our earnings release practices, so that such releases coincide with our 10-Q filings – 28%
– We have kept our earnings release practices the same, and they get released a few weeks before our 10-Q filings – 22%
– We have kept our earnings release practices the same, and they get released a few days before our 10-Q filings – 17%
– We have changed our earnings release practices, so that they get released closer to the time of our 10-Q filings – 8%
– Our earnings releases have always been released at the same time as the 10-Q filings – 25%
– We decided to no longer provide earnings releases at all – 0%

4. In the near future:

– We definitely intend to revise the timing of our earnings releases so that they coincide with our 10-Q filings (or no longer provide earnings releases at all)- 0%
– We might revise the timing of our earnings releases so that they coincide with our 10-Q filings (or no longer provide earnings releases at all) – 10%
– We don’t need to change our earnings release practices because we recently did so – 43%
– We are comfortable with our earnings releases being issued before our 10-Q filings and don’t need to review those practices – 47%
– We already no longer provide earnings releases at all – 0%

5. We issue our earnings releases:

– Immediately before the start of the earnings calls – 17%
– Two hours before start of the earnings calls – 42%
– More than two hours before the start of the earnings calls – 42%
– During or immediately after earnings calls – 0%
– After, but within four business days of the earnings calls – 0%

6. We disclose earnings guidance:

– In the text of the earnings release – 23%
– During the earnings call, but not in the text of the earnings release – 17%
– On a Form 8-K filing, but not in the text of the earnings release – 0%
– In the text of the earnings release as well as during the earnings call – 23%
– On a Form 8-K filing and in the text of the earnings release – 3%
– During the earnings call, on a Form 8-K filing and in the text of the earnings release – 17%
– We do not give earnings guidance – 17%

7. We provide archives of our earnings calls (eg. calling them “podcasts” sometimes):

– On our website only – 75%
– On iTunes only – 0%
– On both our website and iTunes – 0%
– We do not provide audio archives of our earnings calls – 25%

Take a moment to participate in our “Quick Survey on Shareholder Engagement” and our “Quick Survey on Whistleblower Policies & Procedures.”

Fifth Time’s A Charm: Series Of Corporate Disclosures, Together, Can Be A “Corrective Disclosure”

As noted in this blog, a federal appeals court recently revived a securities class action that had been dismissed by the trial court for failure to plead loss causation. In Public Employees Ret. Sys. of Mississippi v. Amedisys, 13-30580 (5th Cir.; 10/14), the court found that a series of partial disclosures could collectively constitute a “corrective disclosure” of the defendant’s misrepresentations, which the plaintiffs plausibly alleged caused a decline in the defendant’s stock price.

Transcript: “The Art of Negotiation”

We have posted the transcript for the recent DealLawyers.com webcast: “The Art of Negotiation.”

– Broc Romanek