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Investor Relations Guidebook #361826

Course Overview

Credit

Amount

CPA

Course Author: Steven M. Bragg, CPA Field of Study (CPA): Finance

Course Description

Course publication/revision date: This course was updated on 2/19/2026.

A public company should communicate with the investment community, to clarify how it creates value and to set expectations for its performance. The Investor Relations Guidebook is a valuable resource for dealing with investors. It delves into the construction of a value proposition for a business and how to communicate it to investors, as well as how to conduct an earnings call and provide guidance. The course also describes the various types of SEC filings, how to organize an annual shareholder meeting, the mechanics of road shows, and the steps involved in an initial public offering. In short, the Investor Relations Guidebook is the go-to resource for anyone wanting to engage in investor relations.

Table of Contents

Chapter 1 - Introduction to Investor Relations1

What is Investor Relations?	1
The Investor Relations Officer	2
The Investor Relations Staff	4
Investor Relations Funding	4
Specific Advantages of Investor Relations	5
Interactions with Public Relations	6
The Securities and Exchange Commission	7

Chapter 2 - The Value Proposition9

The Value Proposition Concept	9
Background Research	10
Formulation of the Value Proposition	10
The Problem of Too Much Market Share	15
The Problem of Seasonality	15
Communication of Risk Mitigation	16
The Impact of a Negative Reputation	17
Communication of the Value Proposition	17
The Value Proposition and Corporate Strategy	18

Chapter 3 - Communicating the Message22

The Press Release	22
The Earnings Press Release	24
The Annual Report	25
The Fact Sheet	27
Conference Presentations and Discussions	29
Newspapers and Related Media	30
Other Forms of Communication	31
The Communications Review Process	32
The Communications Calendar	32
The Communications Mailing List	33
Handling Negative News	33
The Negative News Response System	33
The Negative News Early Warning System	34
The Contagion Effect	34
The Nature of the Response	35
Risk Mitigation by the Investor Relations Officer	36

Chapter 4 - Regulation FD38

The Essentials of Regulation FD	38
Compliance with Regulation FD	39

Chapter 5 - The Earnings Call43

Earnings Call Attendees	43
Earnings Call Logistics	43
Structure of the Earnings Call	44
The Question and Answer Session	45
Earnings Call Variations	46
Earnings Call Bad Behavior	46

Chapter 6 - Guidance49

The Case for Guidance	49
Guidance Guidelines	50
Timing	51
Type of Information	51
Guidance Range	52
Consistency	53
How Guidance is Communicated	53
The Preannouncement	54
The Guidance Schedule	54
Aggressive Guidance	55
The Consensus Earnings Estimate	55
When Not to Issue Guidance	56

Chapter 7 - The Forward-Looking Statement59

The Legal Basis of the Forward-Looking Statement	59
The Private Securities Litigation Reform Act	60
The Safe Harbor for Forward-Looking Statements	61
The Cautionary Statement	62

Chapter 8 - The Investor Relations Website66

Contents of the Investor Relations Website	66
Functionality of the Investor Relations Website	69
Multimedia	70
Using the Website for Regulation FD Disclosure	70
Hyperlinks to Third-Party Information	72
Interactive Website Features	73
Website Information Removal	74
The Website and the IPO	75
Third Party Providers	75

Chapter 9 - The Sell Side and the Buy Side77

The Sell Side	77
The Analyst	77
The Stockbroker	82
The Investment Banker	84
The Buy Side	84
The Institutional Investor	85
The Buy Side Analyst	86
The Hedge Fund	86
Sovereign Wealth Funds	86
The Individual Investor	87
The Foreign Investor	88
Investment Clubs	88

Chapter 10 - Investing Strategies91

Investing Strategies	91
Mutual Funds and Exchange-Traded Funds	93
Implications for Investor Relations	94

Chapter 11 - Short Sellers97

The Short Selling Strategy	97
The Short Seller Target	99
Short Interest	99
Dealing with Short Sellers	100
The Passive Approach	102

Chapter 12 - Stock Exchanges104

Stock Exchange Overview	104
The New York Stock Exchange	105
The NYSE American	106
The NASDAQ	107
The NASDAQ Global Select Market	107
The NASDAQ Global Market	107
The NASDAQ Capital Market	108
The Toronto Stock Exchange	108
Delisting from an Exchange	110

Chapter 13 - Share Management112

Float Management	112
Activities to Increase the Float	112
Activities to Delay Stock Sales	113
The Direct Stock Purchase Plan	113
The Employee Stock Purchase Plan	114
Dividend Reinvestment Plans	114
Stock Splits	114
Dividend Payments	115
The Stock Buyback Option	116
The Stock Repurchase Safe Harbor Provision	118
Odd Lot Shareholders	118
Treatment of Abandoned Property	119

Chapter 14 - SEC Filings122

The Income Statement	122
The Balance Sheet	125
The Statement of Cash Flows	128
The Direct Method	129
The Indirect Method	131
The Statement of Retained Earnings	133
The Form 10-Q	134
The Form 10-K	135
The Form 8-K	137
Forms 3, 4, and 5	140
The Disclosure of Non-GAAP Information	141
Applicable Federal Regulations	142

Chapter 15 - Annual Meeting Planning and Voting145

Dealing with Bad Shareholder Addresses	145
Registered and Beneficial Shareholders	146
The Annual Shareholder Meeting	146
The Electronic Shareholder Meeting	149
The Shareholder Voting Process	149
The Notice and Access Rule	151
The Householding Concept	152
NYSE Rule 452	152

Chapter 16 - The Initial Public Offering157

Reasons for and Against an IPO	157
The Initial Public Offering	158
The Reverse Merger	160
Blue Sky Laws	162
The Role of Investor Relations in an IPO	163

Chapter 17 - The Sale of Restricted Stock166

Restricted and Unrestricted Stock	166
The Accredited Investor	166
Regulation D Stock Sales	167
Regulation A Stock Sales	168
Rule 144 Stock Sales	169

Chapter 18 - The Road Show172

The Fund Raising Road Show	172
Road Show Routing	172
The Presentation Team	172
Presentation Format	173
The Non-Deal Road Show	173
Road Show Timing	174
Road Show Routing	174
Sell Side Participation	175
The Presentation Team	175
Road Show Attendees	175
Presentation Format	176
Presentation Follow Up	176
The Reverse Road Show	177
The Presentation	177
Road Show Preparation	178
Road Show Logistics and Other Meeting Issues	180
Road Show Boredom	181

Chapter 19 - Third Party Investor Relations Services184

The Investor Relations Consultant	184
The Stock Transfer Agent	186
The Proxy Solicitor	187
Annual Meeting Voting	187
The Company-Paid Researcher	187
The Public Relations Firm	188
Press Release Distribution Services	188
NOBO Reporting	189
Coordination of Third Party Services	189
The National Investor Relations Institute	190

Chapter 20 - Share Performance Measurements192

Overview of Share Performance Measurements	192
Price / Earnings Ratio	193
Capitalization Rate	194
Total Shareholder Return	195
Market Value Added	195
Payout Ratio	196
Market to Book Ratio	197
Insider Buy/Sell Ratio	198
Options and Warrants to Common Stock Ratio	199
Short Interest Ratio	200
Institutional Holdings Ratio	201
Management of Performance Measurements	202

Chapter 21 – The Role of AI and Analytics in Investor Relations204

The Foundations of Artificial Intelligence in Capital Markets	204
How AI is Used in Financial Markets	205
Implications for Investor Relations	205
Sentiment Analysis and Earnings Call Analytics	207
Shareholder Targeting Applications	207
AI Usage in Disclosures and Communications	208
Governance Issues	209
Building an AI-Enabled Investor Relations Function	209

Answers to Chapter Questions212

Glossary229

Index235

Course Details

Author: Steven M. Bragg, CPA

Steven Bragg, CPA, has been the chief financial officer or controller of four companies, as well as a consulting manager at Ernst & Young. He received a master’s degree in finance from Bentley College, an MBA from Babson College, and a Bachelor’s degree in Economics from the University of Maine. He has been a two-time president of the Colorado Mountain Club, and is an avid alpine skier, mountain biker, and certified master diver. Mr. Bragg resides in Centennial, Colorado. He has written more than 300 books and courses, including New Controller Guidebook, GAAP Guidebook, and Payroll Management.

Publication/Revision Date: 2/19/2026

Course Exam Questions (online): 75 (multiple-choice)

Program Delivery Method: NASBA QAS Self-Study

Available Formats of Course Text: PDF or PDF plus printed copy sent in the mail

Course Level, Prerequisites, and Advance Preparation Requirements

License	Course Level	Prerequisites	Advance Preparation Requirements
CPA	Overview	None	None

* This program is appropriate for professionals at all organizational levels.

Sponsor ID Numbers

National Registry of CPE Sponsors ID: 107615

State CPA Board Sponsor ID Numbers (where applicable)

Florida Division of Certified Public Accounting: 0004761

Hawaii Board of Public Accountancy: 14003

New York State Board for Public Accountancy: 002146

Ohio Accountancy Board: CPE .51 PSR

Pennsylvania State Board of Accountancy: PX178025

Texas State Board of Public Accountancy: 009349

Learning Objectives

As a result of studying the course material, you should be able to meet the objectives listed below:

Recognize the components of the investor relations officer position.
Specify the methods available for improving the value proposition of a business.
Identify the methods used to communicate with the investment community.
State the methods used to comply with Regulation FD.
Cite the participants in and contents of an earnings call.
Specify the circumstances under which guidance is used and not used.
State the reasons for and applicability of a safe harbor provision.
Cite the information to include in and features of an investor relations website.
Identify the participants in and purpose of the sell side and buy side.
Specify the investing strategies used by investors.
Cite the short selling methods used, and how to deal with short sellers.
Identify the listing requirements for the major stock exchanges.
Specify the techniques used to manage shares.
Identify the contents of the financial statements and various SEC filings.
Identify the activities required to plan for and conduct an annual meeting.
Cite the steps and special rules involved in an initial public offering, as well as alternative ways to go public.
Specify the concept of restricted stock and how it can be avoided.
Recognize the rules pertaining to the sale of shares under Rule 144.
State the participants in a road show, and note how it is conducted.
Identify the different types of investor relations services that are available to a company.
Recognize the predictive capabilities of share performance measurements, and the analysis uses to which they can be put.
Specify the benefits and risks associated with applying artificial intelligence tools to the investor relations function.

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