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There are three major themes in this book. The first deals with handling emergencies—putting out fires. The company’s performance unexpectedly stalls—earnings decline, consensus analysts’ forecast is missed, an IPO bombs, or a drug is rejected by the FDA. I prescribe what to do in such cases, particularly when you fail to meet the consensus analysts’ forecast or otherwise disappoint investors, and how best to communicate with investors. I outline the detrimental consequences of earnings management and information manipulation, and advance strategies to fend off class-action lawyers.

The second theme takes the long view: how to regain and maintain investors’ trust. I outline strategies to prevent share prices from deviating systematically from intrinsic values and the consequent shocks when inflated prices revert to fundamentals. I delineate circumstances in which to guide investors concerning the future, what information beyond that legally required is beneficial to disclose to capital markets, the actions to take to bolster managers’ message to investors, and the specific corporate social responsibility policies that are good for both businesses and society.

The third theme deals with the prickly issues of conflicts between owners and managers. First, I debunk the perennial and distracting allegation that investors are myopically obsessed with quarterly earnings, forcing short-termism on managers. I then proceed to address the important questions of how to deal with activist investors—hedge funds, in particular—and those pesky short sellers, and how to achieve an optimal shareholder mix. Next I focus on corporate governance and conduct—the presumed solution to shareholder-manager conflicts. I then turn to a major point of shareholder-manager contention—executives’ compensation—and outline the contours of an equitable compensation system. Finally, I summarize and distill the specific action plans concluding each chapter into a coherent, operational, corporate capital markets strategy.

Throughout the book, I emphasize “critical thinking,” that is, a systematic reliance on state-of-the-art empirical evidence, carefully separating fact from fiction and causality from mere association. For example, do corporate charitable contributions enhance sales and profits (causation), or are corporate contributions just correlated with sales and profits, since profitable companies tend to give more to charities? Separating causation from association is important. The former informs managers about the benefits of actions, such as charitable contribution or share purchases by managers, whereas the latter—association—doesn’t tell managers much. Debunking widespread myths—that shareholder litigation proliferates, that share overpricing is good, that charitable contributions are a waste of corporate resources, that earnings guidance is dysfunctional, that investors are short-term oriented, to name a few—is a major objective of this book. It’s fun, too. As to details, here is a brief chapter-by-chapter outline.

I begin chapter 1, “It’s Not the End of the World,” with the worst-case scenario: your company hits the skids—earnings stall, margins shrink, revenues stagnate—and you are facing a miss of the consensus analysts’ forecast of earnings. What’s a manager to do? Contrary to popular belief, investor reactions to earnings disappointments are in most cases both mild and temporary, and hasty measures to “make the numbers,” legit or not, are often counterproductive. The best course of action is to warn investors, outline clearly and credibly the remedial action plan, and focus on improving the business.

Chapter 2, “Do We Have a Story for You,” deals with mending fences with investors, focusing on conference calls and other investor communication venues. I outline what works and doesn’t work in investor communications, and how to handle tough questions by analysts. I also discuss managerial communication in cyberspace—financial blogs, chat rooms, and investment communities.

When performance stalls and shareholders are disillusioned, it is often difficult to resist the temptation to manage (manipulate) sales and earnings, particularly when managers believe—and who doesn’t?—that the slump is temporary. In chapter 3, “To Manage or Not to Manage Earnings?” I tackle the ethically charged and practically complex issue of information manipulation. Analyzing an array of SEC-sanctioned manipulation cases, I show that unless the business slowdown is short-lived—most, unfortunately, are not—earnings manipulation exacerbates the predicament, thereby hastening a painful blowout. Earnings “management” is, in fact, gross mismanagement.

Earnings disappointments, restatements, and information manipulation are sure to draw the attention of class-action lawyers. In chapter 4, “Kill All the Lawyers?” I present both good and bad news: the myth that shareholder lawsuits automatically follow sharp stock price drops is just that, a myth. However, in certain industries (high-tech and biotech, for example) and circumstances (large, previous share price increases), the probability of being sued following bad news is rather high. Accordingly, I develop a research-based profile of litigation risk factors—akin to cardiac arrest signs—enabling you to assess litigation risk. For high-exposure companies, I design an immunization strategy to thwart lawsuits.

From putting out fires, I shift gears to the second theme—the proactive, longer view: how to regain investors’ confidence and avoid the predicament of further disappointing them? In chapter 5, “Nothing in Excess,” I take up the sure recipe for investor letdown—an inflated stock price, rare in recessions, yet frequent in normal times. An overvalued stock, by definition, leads to investor disillusionment, steep price declines, and sometimes to shareholder litigation and managerial turnover. Accordingly, I outline techniques to determine the extent of overvaluation—as well as undervaluation—and propose the means to safely revert the price of both under- and overvalued companies to fundamentals.

Providing consistent and credible guidance—performance forecasts—to investors is an effective, yet hotly debated way to prevent prices from straying from fundamentals (intrinsic values) and regain managers’ credibility. In chapter 6, “Guiding the Misguided,” I analyze earnings guidance and show that, despite the vehement objection by various business associations and sage investors like Warren Buffett, guidance under the right circumstances is a very effective tool for narrowing the information gap between managers and investors and keeping the stock price close to fundamentals.

Guidance refers to near-term earnings or sales prognostications. In chapter 7, “Life Beyond GAAP,” I considerably expand the scope of disclosure to deal with the voluntary release of information that complements and sometimes substitutes for the statutorily required, yet often deficient disclosures. I show that beyond-GAAP disclosures—such as on the scope and depth of the product pipeline of biotech and pharmaceutical companies, royalty income from patent licensing, or customer growth rates and churn of subscription-based companies—are richly rewarded by investors in reduced cost of capital, lower stock price volatility, and higher analyst following.

Actions, goes the saying, speak louder than words. Indeed. In chapter 8, “Put Your Money Where Your Mouth Is,” I switch from communications to real managerial actions, such as dividend changes, stock splits, and stock repurchases; the use of reputable (and expensive) underwriters; and increases in managers’ and directors’ stock ownership in their company. I bring to bear extensive research documenting which actions work and which fail to change investor perceptions.

In chapter 9, “Is Doing Good, Good for Business?” I examine whether it makes sense for corporations to engage in environmental, community, poverty-reduction, and health-care activities, even if they don’t enhance the bottom line. I conclude that these days it’s irresponsible not to be socially responsible and offer answers on how much, where, and when.

Chapter 10, “In the Long Run, We’re All Dead” (John Maynard Keynes’s immortal—or, rather, mortal—quip), opens the third theme: owners versus managers. I start by removing a major obstacle to effective interaction with shareholders: the popular belief in investor myopia (short-termism). The evidence I present conclusively shows that long-term investors dominate the market, and most shareholders care a lot about your company’s long-term prospects. Accordingly, don’t waste time and energy lamenting investor myopia and appeasing short-term-oriented investors. But, while most investors aren’t myopic, short sellers definitely are, and I suggest how to deal with them.

While not necessarily myopic, “activist” investors can make life hell for managers and directors. In chapter 11, “Breathing Down Your Neck,” I deal with the worldwide rise in shareholder activism, particularly the recent strain led by hedge funds. I show that, contrary to widespread belief, hedge fund and institutional investor activism is often a good thing, driving up shareholder value and improving corporate governance. Based on a profile of targets of activism that I develop, you will be able to ascertain how vulnerable your company might be to activist attack, and what you should do if it were to happen.

In the wake of the corporate scandals of the early 2000s and the ensuing legislation, some boards are coming to resemble shareholder activists. Directors are increasingly assertive in overseeing corporate performance and managerial conduct, evidenced by growing managerial turnover. In chapter 12, “Looking Out for You, Dear Shareholder,” I take the unconventional view that the relentless move toward a full monitoring board has gone too far. In many cases, independent directors lack expertise in the company’s business and technology, depriving managers of much-needed advice. I call for a rebalancing of the board and other governance mechanisms to enhance both the monitoring and advising of managers. A friendlier, more effective board, so to speak.

Managers’ compensation is a major irritant to shareholders and the public at large. I analyze the thorny issues of compensation in chapter 13, “Excess or Excellence?” and conclude, based on evidence, that the major problem with managers’ pay is the prevalent weak link between compensation and company performance. I point at the urgent need to substantially restructure managerial compensation systems to streng-then their link with long-term value enhancement and to curb manipulation and abuse.

Chapter 14, “What Then Must We Do?” distills the specific prescriptions and action plans—operating instructions—that conclude each chapter into a coherent corporate capital markets strategy. Essentially, I provide a comprehensive prescription for what to do and not do to satisfy investors.