New Social Media Guidelines for Reporting Company Information

eBay Reports Second Quarter 2008 Results
I’m coming up on a year managing and writing this blog (April 2 will be the one-year anniversary) and I’ve been pretty impressed (and I guess maybe even a little disappointed given the nature of my job) that I haven’t drawn the attention too much of our legal team. Until now.

As most of you know, I’ve been reporting eBay’s Quarterly earnings results via this blog and specifically covering the calls live on Twitter for the past 3 quarters. Full disclosure…? I did it without checking with our Legal team first. Not the best strategy for your faithful corporate blogger and, after they found out, I had to meet with them to discuss my strategy and thinking behind the reports.

I figured I would bring other examples of companies using Twitter in this way to the meeting to state my case. Although a number of companies were referencing earnings and company information via Twitter, there were no real direct comparisons between my Tweets and other companies’. As a result I was worried I would be forced to cease this innovative way of reporting company information to our constituents. Thankfully, this was not the case. Rather, it was mutually agreed that we could take this opportunity to set up a best practices approach to live-blogging and reporting company information via the web – beyond the traditional conference call and press release.

Plain and simple, eBay Inc. is a public company and, as such, must comply with SEC regulations. We feel that these guidelines will make that compliance more transparent. What follows is by no means a final set of micro-blogging/live-blogging best practices for companies but it is a step – and a very significant one at that. Something that I realize I will have to refine and evolve over time.

Legal
To start with, I’ve created a separate legal page to Ink that includes cautionary statements that apply to any of my blog posts or tweets regarding earnings and other company information: http://ebayinkblog.com/legal

Secondly, it is common practice for us to replace our financial information online every 90 days (to ensure that we have the most recent, accurate information available and to avoid confusion). I do the same with the ebayinkblog.com/news information each quarter. Moving forward I will be doing the same on Twitter.

twitter_logo_125x29

In the future, when I’m reporting on a company event via Twitter I will preface each “live-blogging session” with the following language:

Tweet 1: “Important information about the nature of this session. Forward-looking statements and non-GAAP financial measures. Click here:”
Tweet 2: “This session will contain non-GAAP financial measures.”
Tweet 3: “The presentation of this financial information is not intended to be considered in isolation or as a substitute for GAAP financial measures.”
Tweet 4: “A reconciliation of these measures to the nearest comparable GAAP measures can be found by clicking on the following link:”

That’s it for now. Fairly straightforward stuff I think. I’ll be trying this out for the first time next Wednesday for eBay Inc.’s analyst day. I’m sure I’ll have a few more legal eyeballs on what I’m typing than normal.

Basically there is a right way to do this and a wrong way to do this… and I’m trying to make sure I land in the former camp rather than the latter.

Cheers,
RBH

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(18) Comments

18 Responses on this post. Click to add yours.

Dan WilsonOn March 6, 2009 at 5:34 pm Said:

Richard,

Thanks for this information. I work in the social media/online PR business so it’s always great to have examples and case studies of how different businesses approach the new (!??!!) disciplines of transaprent online comms, including how they deal with service such as Twitter or blogging.

It’s really sad to say that eBay henceforth will by my example of a business that doesn’t get the ‘radical transparency’ required by the web, has let the lawyers and investor relations staff get in the way of talking to its community of customers and is utterly, utterly paranoid.

Best,

dw

Richard Brewer-Hay On March 6, 2009 at 6:46 pm Said:

Thanks for the comment, Dan.

I think there’s a big difference between “radical transparency” and “reckless transparency”.

To my knowledge, we’re the only Fortune 200 company live-blogging earnings via Twitter. (The only public company period I think) and on April 22 we will be doing it for the fourth consecutive quarter.

This is indeed unchartered territory and setting a process in place now as a foundation for the future makes good, sound sense to me.

If you can find a definition of corporate disclosure online that goes beyond what I’ve laid out here, I’d be happy to edit and enhance as necessary.

Cheers,
RBH

HenriettaOn March 6, 2009 at 7:00 pm Said:

@Dan
I don’t know that I would categorize it as being afraid of social media, or even 100% paranoia. eBay’s legal team is, after all, paid to be paranoid!

When a corporation is as beleaguered as eBay, they want to cross every T and dot every i because they know beyond a shadow of doubt that there are a few folk out there waiting for an opportunity to ‘get’ them.

Plus they probably haven’t had a chance to Powerpoint it yet.

I think it shows an amazing spirit of adventure from the legal department that they did not just say no.

o.c.d.collectiblesOn March 6, 2009 at 9:04 pm Said:

Quarterly Earnings results are public knowledge and will be accessible to anyone. What’s the problem? If they have legal teams involved with this, it’s because the Lawyers are hungry and want more income.With the status of this company, they(the legal team) are cleaning up as many crumbs as they can take with them, at the end. Nothing more.Ebay management…pathetic.

Chris @ TameBayOn March 7, 2009 at 3:50 am Said:

I’m wondering why prefacing your tweets with “The investor call is going on live at (insert link)” and then straight on into “JD is talking about…” etc isn’t sufficient.

Anyone who relies on your tweets instead of listening to the call is quite frankly a muppet if they then place reliance on them for financial transactions or reporting opinion. They can listen to the call themselves or view transcripts afterwards.

It’s time to let go the strings a bit and if you really really must/want to cover yourself stick some t’s and c disclaimers on your twitter profile. No need to bung up four tweets each time to scare everyone or more likely just bore the pants off your followers ;-)

Chris @ TameBayOn March 7, 2009 at 4:13 am Said:

*wonders if I should preface my own tweets with “This ain’t reliable so don’t invest based on what I say cos it’s hearsay and opinion” :-)

jdOn March 7, 2009 at 12:29 pm Said:

Has the SEC *ever* penalized a company for twittering, blogging, etc??

Richard Brewer-Hay On March 7, 2009 at 8:32 pm Said:

No. To my knowledge eBay is the only public company to live-blog earnings via Twitter – which is one of the reasons for trying to establish guidelines around it.
Cheers,
RBH

o.c.d.collectiblesOn March 8, 2009 at 10:24 am Said:

Ebay is the only company whose original “Base of Membership” fueled them to where they are today, and are still highly interested in seeing how their new policies “pan out”.

So far, not so good, heh? After all these years, it IS very interesting information.We’ve seen and participated in the long term growth of this company, paid it’s selling fees, used it’s services, learned from it’s technology. Many people in this country drew income from working off of the ebay search.

The search used to be very good,(no..it used to be EXCELLENT!), so after seeing the “changes” that supposedly were an “improvement” to ebay’s polciies and structure, we are all looking forward to seeing what “improvement” means to the corporate management, and it’s strategy to turn ebay into a monotonous homogeneous company.

We all WANT to see if those changes are the BEST choice for the company many of us have abandoned selling (and buying) on.It’s like watching an old stock you sold to see how it fares after you’ve sold it. There is nothing wrong with that, and the explanation for all the heightened interest in this company’s welfare should be enough. It should also be obvious!

This just makes ebay corporate management and legal teams appear paranoid. Perhaps they are. All the better for the lawyers! They always thrive on paranoia!LOL!

GailOn March 8, 2009 at 2:01 pm Said:

Richard,

Wow! That’s a lot of baggage. You tweet all that Jabberwocky before the Donahoe Show even starts, and people will unfollow you.

Wingo will be covering Donahoe’s dog and pony show. Why don’t you take the day off and spend it with your kids instead? I would.

permacrisisOn March 8, 2009 at 7:22 pm Said:

Fighting about what brand of mop to use to swab the deck won’t right the ship. Tweet all you want.

Besides, time will prove me right about Twitter: it robs mediocre writers of the incentive to improve, and makes good bloggers merely mediocre by driving them to distraction. I’m seeing it happen in real time with many of my favorite blog authors. When they go broke publishing their best ideas without recompense, they’ll stop.

Me, I don’t touch the stuff.

Know this now: in this deadest of economic times, we would have saved you. We were ebays hedge against the recession and while they might not have known it, we did. Anyone who saw the seasonal data would have known.

Those dead summers when no one from outside was buying, we small sellers traded with one another in our hobbies and areas of interest. The sub-$1000 a month sellers, millions of them, would have saved you, if only you had let us.

You had nothing to offer the world except what was in our closets. You should have made the site more addictive, not more prohibitive.

Tweet this to the shareholders: “It’s too late now.”

Karen SnyderOn March 9, 2009 at 12:55 pm Said:

Richard, I applaud you for working hard to “walk the line” while continuing to use innovative ways to reach your audience. You’re a trailblazer, and you’re giving the rest of us a framework to use as we negotiate with our own legal teams : )

Polly PearsonOn March 9, 2009 at 1:43 pm Said:

Kudos to you!

In IR, I believe mass marketing the message is key. Build awareness and demand, as the supply is limited.

To do this, you need to be where the masses are, when they are there.

Love to see your taking a brave and leading role in this regard.

RE: The multiple tweets, couldn’t a single tweet to the home of your disclaimer cover it? If necessary, you could always front your next tweet with “Please see this first” (eventually … PSTF!) with one more link to your disclaimer. I realize this isn’t your call, but if in your shoes, I would be lobbying your fine Legal team for just a little less Tweet baggage.

As I see it, IR is there to serve the interests of shareholders, build informed awareness for your company’s strategic relevance, and communicate in an open and transparent way. What you’re doing is right on!

As a former IR VP at EMC for many years, might I just add that this post made my day.

- Polly Pearson

Dan WilsonOn March 9, 2009 at 3:06 pm Said:

Richard,

Don’t get too chuffed by being the only “Fortune 200 company live-blogging earnings via Twitter”. From my perspective on this side of the Atlantic, I can think of plenty of public and private companies that ‘tweet’ AGMs and all sorts of business information. And I can think of plenty of commercial/political/celebrity individuals who don’t seek to cover their arse with pre-tweet-disclaimers.

Of course, it’s kinda cool that you do it. Maybe it’s worth doing on eBay’s discussion boards too? But broadcasting earnings information that’s already available on other channels (and pre-released to some) via twitter with full disclaimers means that only the channel itself is innovative.

Let’s not argue about ‘reckless’ and ‘radical’. The ‘openess’ debate is more thrilling.

dw

Danna CrawfordOn March 9, 2009 at 5:43 pm Said:

I enjoy the tweets! Also enjoy Retweeting the tweets!
I do hope you continue to share!

TopsOn March 9, 2009 at 10:38 pm Said:

The ebay legal department is quite simply and quite rightly ensuring that the Federal Sarbanes – Oxley Act’s Safe Harbor provisions are being complied with by having Richard include the same basic disclosure regarding forward -looking statements as is found in the Quarterly Report/Conference Call itself.

This not only protects eBay, but protects Richard as an individual.

Dan, Chris, how willing would YOU be to face a potentially devastating lawsuit filed because you didn’t bother to include this simple disclaimer?

JonOn March 10, 2009 at 10:39 am Said:

I’m please that you are focused on the “Full” portion, but the Fair piece seems to have been left out. The idea of the traditional method is that it is Full disclosure that is also immediately available to nearly any audience in any forum that they choose to utilize (that includes corporate news of course). The Fair is left out when anyone who may be interested is not made aware of your results simply because they do not monitor Twitter or your direct website.
My main point is, in this era of corporate malfeasance where the “market” is so concerned about the legitimacy of earnings anyway, aren’t you robbing a majority of investors of Fair accounting and action? I am interested in your thoughts on this.

TopsOn March 10, 2009 at 8:46 pm Said:

Here’s an interesting article that indicates “openess” can create problems. It relates to Palm and the iPhone, but I think it may provide some insight into just how easy it is to cross the SEC’s line.:

http://digitaldaily.allthingsd.com/20090310/palm-put-a-sock-in-it-mcnamee/?mod=ATD_rss

Dan, Chris, I’ll say again this is not attorneys trying to muzzle anyone, it’s attorneys trying to ensure compliance with the strict SEC regs (stricter, as I understand it, than UK regs.)

Tom BartonOn March 13, 2009 at 6:14 am Said:

Richard – useful info and good that you have put forward some best practice guidelines. At Capgemini, we took our first steps in using Twitter as a channel for financial communications with our FY2008 results which we announced last month. See #cgresults. Very much learning as we go, but looking at how we can develop this as an additional and hopefully effective communications channel.

Best regards
Tom Barton
Capgemini UK, Head of PR

Debbie Curtis-MagleyOn March 23, 2009 at 8:07 am Said:

Richard – thanks for sharing the background story on what led you to use Twitter for earnings announcements and the outcomes from your discussions with Legal/IR. As someone who also works at a global company, it is so helpful to learn from the examples set by others. Many thanks.

Debbie Curtis-Magley
UPS Public Relations

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