Business & Company Information: Sources & Strategies Research Refresher Laura M. Scott March 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, but provides a quick executive summary.

Another useful fee-based source for company info. (Find it the same way you’d find Business Source Complete.)

Good for a quick overview Another 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 of a 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,)WSJ.com  Local/regional business newspapers e.g., Bizjournals.comBizjournals.com  Industry-specific trade journals Try Business Source Complete or Dialog

Great for local/regional business 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 to use a fee-based source

Corporate family tree, useful formatting.

Bonus: Nice private company 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)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)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 and some state courts

AIG’s outside counsel in federal civil cases for 1st Q 2009

Formatting options

American Lawyer Media

Must subscribe for full report and data

Similar kind of survey at the local/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?