Company Research

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?