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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

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Business company information sources strategies

Business & Company Information: Sources & Strategies

Research Refresher

Laura M. Scott

March 27, 2009


Goals for today
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
Why research companies?

  • Marketing and business development

  • Conflicts checking

  • Litigation

  • Due diligence

  • Competitive intelligence: research other law firms


Scope of factual research
Scope of factual research

  • Depends on:

    • reason for the research

    • time constraints

    • financial constraints


Internet research tools
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



Scenario
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
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



General tips cont
General tips, cont.

  • Start with the company website…

    • Especially the “About us,” “Investor relations,” and “Company history” sections

    • ...but do your own research, too.




General tips cont1
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



General background
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



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


“Westlaw Business,” an example of

a fee-based source for securities filings

Lots of search options


Business legal news
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/regional

business news.



Corporate structure
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)




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



Important people
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
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)




Registered agent
Registered agent

  • a.k.a. “agent for service of process”

  • Why?

    • Serve papers

  • Tools:

    • Secretary of State

    • CT Corp. (CTAdvantage.com)


Corporate documents
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
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
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
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
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)



Federal courts and

some state courts


AIG’s outside counsel in

federal civil cases for

1st Q 2009




Must subscribe for full

report and data


Similar kind of survey at the

local/regional level


Historical stock prices
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



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