Where are you HE1 Board? Stop the Naked Shorts30 Oct 2024 14:20
"To prepare for the possibility of a short seller attack, companies should assess their vulnerabilities, maintain open channels of communication with shareholders, monitor short positions and changes in their shareholder base, and formulate a communications strategy.
In the face of a short attack, it is vital for a company to respond promptly with detailed evidence to rebut the short seller’s accusations point by point.
Share buybacks and dividend increases may help to restore a share price depressed by a short attack, but there is a risk that these may be seen as superficial defensive moves that do not address fundamental questions about the business.
Suing the firm or individuals behind a short attack or seeking an intervention by regulators rarely is successful and can backfire, drawing attention to the criticisms.
The Nature of Short Selling Attacks and Short Reports
Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance shareholder value, short activists aim to destroy value. Their goal is to capitalize on a drop in the target company’s stock price caused by releasing research purporting to identify unfavorable information about the business. The release is typically coupled with a carefully orchestrated media and social media campaign to undermine the financial position and reputation of the company. After depressing the share price, the short activist can acquire shares to cover its short position below the price at which it sold and turn a profit.
Activist short sellers view themselves as investigators, engaging in deep research, eliciting information from insiders and performing physical detective work, to “unearth” material that suggests the company is overvalued. Their reports may claim to expose reporting and accounting issues, undisclosed material information or affiliate transactions, or misconduct by management, among other things.
Short attacks present a clear and present danger for boards by creating uncertainty, negatively impacting investor perceptions of management, the board and the company, and diverting executive and board attention.
Responding efficiently and effectively to a short attack is mission critical for boards to protect shareholder value. It requires foresight to identify potential attack vectors, and advanced preparation so that a company is well positioned to respond effectively on short notice. Here we provide tips on how to prepare for and respond to such attacks, as well as pitfalls to avoid."
source: skadden.com