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Business & Company Information: Sources & Strategies
Research RefresherLaura M. ScottMarch 27, 2009
Goals for today
Cover the basics of company research in law practice Strategies and favorite sources
Provide examples of available online tools and their features
Discuss the kinds of information you can (and can’t) expect to find
Why research companies?
Marketing and business development
Conflicts checking Litigation Due diligence Competitive intelligence: research
other law firms
Scope of factual research
Depends on: reason for the research time constraints financial constraints
Internet research tools
Free & fee-based tools Some free tools require registration Some free partial access Lots of fee-based (per search &
subscription) sources Don’t forget outside resources
e.g., Local public and university business libraries, government libraries, private subscription libraries
Researching Companies
Scenario
You’re preparing to visit a potential corporate client. What do you want to know? Info about the people you’re meeting
with Info about the company’s business Any recent legal issues they’ve had Their competitors Trends in their industry
General tips for company research
Know whether the company is public or private.
Kinds & sources of info may differ Public - SEC filings Private - D&B, other private company
reports, Secretary of State’s office What if you don’t know?
Try Hoover’s
Good example of a combination free and fee-based source.
General tips, cont.
Start with the company website… Especially the “About us,” “Investor
relations,” and “Company history” sections
...but do your own research, too.
Earnings conference call
News of potential legal interest
General tips, cont.
Consider whether a fee-based source would add value to your research. Save time The only source? Nicely formatted output Support Better search and navigation
functionality
Specific kinds of company information
General background
Company info, general industry info and competitors Why?
Marketing & good client service – important to understand client’s business.
Sources (examples): SEC filings and annual reports to shareholders Industry-specific journals Company reports
Hoover’s Business Source Complete (Datamonitor company
reports; industry journals; market reports) Mergent Online Bloomberg, Lexis, and Westlaw Yahoo! Finance
Finding Business Source Complete & Mergent
Includes many scholarly business journals and useful profiles and reports
Report is based mostly on SEC filings, butprovides a quick executive summary.
Another useful fee-based sourcefor company info. (Find it the sameway you’d find Business Source Complete.)
Good for a quick overviewAnother cool feature: Variety of output options -simple “tear sheet” to complex customized reports.
Different amounts of info, depending on your subscription
Lots of search options
“Westlaw Business,” an example ofa fee-based source for securities filings
Business & Legal News
News about the company, including management changes, legal issues, trends affecting its industry
Why? – Understand the client’s business and industry and potential legal needs
Sources LexisNexis (or Westlaw) Bloomberg Business journals (e.g., WSJ.com,) Local/regional business newspapers
e.g., Bizjournals.com Industry-specific trade journals
Try Business Source Complete or Dialog
Great for local/regionalbusiness news.
Lots of cities/regions
Corporate structure
Family trees/subsidiaries Why?
Conflicts checking Marketing Due diligence
Tools: SEC Form 10-K, Ex. 21 Directory of Corporate Affiliations (Lexis) Dun & Bradstreet Family Tree Finder Mergent Online Industry-specific sources
e.g., Best’s Company Reports (insurance/reinsurance)
Public company, simple research task:use free SEC filings
List of exhibits to 10-K
List of subsidiaries is always in the same exhibit
Private company: May have touse a fee-based source
Corporate family tree,useful formatting.
Bonus: Nice privatecompany report
Not much financial data
Important people
Identification and biographical information about officers, directors, insiders, general counsel
Why? Marketing – do we know someone at this
company? Tools:
Company website (“About us”) SEC filings (public) – 10-K, among others Private company reports
e.g., Dun & Bradstreet Secretary of State (sometimes)
Dun & Bradstreet
Too small for private company reports on Lexis or Business Source Complete
Range of reports $-$$$$$
State of Incorporation
Not always the same as corporate HQ location
Why do you need to know? Often stated in complaints Diversity jurisdiction
Tools: Public companies: Cover sheet of SEC filings Private companies: Secretary of State
Free Fee-based source: (CTAdvantage.com)
Again, free is fine for this task…
…and fine here, too.
Registered agent
a.k.a. “agent for service of process” Why?
Serve papers Tools:
Secretary of State CT Corp. (CTAdvantage.com)
Corporate documents
Company by-laws, articles of incorp. Why?
Amendment of by-laws, etc. Due diligence
Tools: Public companies:
SEC filings - 10-K Ex. 3 Old filings - commercial SEC sources
Private companies: Secretary of State
Financial data
Why? Due diligence Is this party judgment-proof?
Tools: Public companies: SEC filings (10-K
audited, 10-Q unaudited) Private companies: Dun & Bradstreet
Business Information Reports
Legal agreements
Why? Due diligence – Existing contracts
might affect your deal. Forms for other deals
Tools: Exhibits to 10-Ks and 10-Qs
Use a fee-based service
Recent or ongoing legal activity
Litigation, labor disputes, recent deals, environmental issues, real estate transactions, permitting issues
Why? Due diligence Marketing
Tools: SEC Filings - 10-Q or 10-K “Legal proceedings”
section (“material” litigation only); recent 8-Ks News searches Case and docket searches
Other law firms representing them
Why? Marketing Competitive intelligence
Tools: SEC Filings – ‘33 Act “S” forms,
sometimes 8-Ks Courtlink Strategic Profiles Case & docket searches Surveys (ALM & local legal press)
Courtlink Strategic Profiles
Federal courts andsome state courts
AIG’s outside counsel infederal civil cases for1st Q 2009
Formatting options
American Lawyer Media
Must subscribe for fullreport and data
Similar kind of survey at thelocal/regional level
Historical stock prices
Why? Litigation
Tools Free sources
WSJ/Big Charts Yahoo! Finance Google Finance
Fee-based sources Lexis, Westlaw, some fee-based SEC
databases Use for: additional data, older prices, delisted
companies
Questions?