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Transcript of RR2009-business.ppt - Duke University School of Law › lib › workshops ›...
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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
P id l f il bl li Provide examples of available online tools and their featuresDiscuss the kinds of information you can (and can’t) expect to find
Why research companies?
Marketing and business developmentConflicts checkingLitigationDue diligenceCompetitive intelligence: research other law firms
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Scope of factual research
Depends on:reason for the researchtime constraintsfi i l t i tfinancial constraints
Internet research tools
Free & fee-based toolsSome free tools require registrationSome free partial accessLots of fee-based (per search & Lots of fee based (per search & subscription) sources
Don’t forget outside resourcese.g., Local public and university business libraries, government libraries, private subscription libraries
Researching Companies
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Scenario
You’re preparing to visit a potential corporate client. What do you want to know?
Info about the people you’re meeting p p y gwithInfo about the company’s businessAny recent legal issues they’ve hadTheir competitorsTrends in their industry
General tips for company research
Know whether the company is public or private.Kinds & sources of info may differ
Public - SEC filingsPrivate - 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 pfree and fee-based source.
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General tips, cont.
Start with the company website…Especially the “About us,” “Investor relations,” and “Company history” sectionssections...but do your own research, too.
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Earnings conference call
News of potential legal interest
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General tips, cont.
Consider whether a fee-based source would add value to your research.
Save timeSave timeThe only source?Nicely formatted outputSupportBetter search and navigation functionality
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Specific kinds of company information
General backgroundCompany info, general industry info and competitorsWhy?
Marketing & good client service – important to understand client’s business.
Sources (examples): SEC filings and annual reports to shareholdersSEC filings and annual reports to shareholdersIndustry-specific journalsCompany reports
Hoover’sBusiness Source Complete (Datamonitor company reports; industry journals; market reports)Mergent OnlineBloomberg, Lexis, and WestlawYahoo! Finance
Finding Business Source Complete & Mergent
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Includes many scholarly business journals and useful profiles and reports
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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.)
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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
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Lots of search options
“Westlaw Business,” an example ofa fee-based source for securities filings
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Business & Legal News
News about the company, including management changes, legal issues, trends affecting its industryWhy? – Understand the client’s business and industry and potential legal needsSources
LexisNexis (or Westlaw)BloombergBusiness journals (e.g., WSJ.com,)Local/regional business newspapers
e.g., Bizjournals.com
Industry-specific trade journalsTry Business Source Complete or Dialog
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Great for local/regionalbusiness news.
Lots of cities/regions
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Corporate structureFamily trees/subsidiariesWhy?
Conflicts checkingMarketingDue diligence
Tools:Tools:SEC Form 10-K, Ex. 21Directory of Corporate Affiliations (Lexis)Dun & Bradstreet Family Tree FinderMergent OnlineIndustry-specific sources
e.g., Best’s Company Reports (insurance/reinsurance)
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Public company, simple research task:use free SEC filings
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List of exhibits to 10-K
List of subsidiaries is always in the same exhibit
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Private company: May have touse a fee-based source
Corporate family tree,useful formatting.
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Bonus: Nice privatecompany report
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Not much financial data
Important people
Identification and biographical information about officers, directors, insiders, general counselWhy?
Marketing – do we know someone at this Marketing do we know someone at this company?
Tools:Company website (“About us”)SEC filings (public) – 10-K, among othersPrivate company reports
e.g., Dun & BradstreetSecretary of State (sometimes)
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Dun & Bradstreet
Too small for private company reports on Lexis or Business Source Complete
Range of reports $ $$$$$Range of reports $-$$$$$
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State of Incorporation
Not always the same as corporate HQ locationWhy do you need to know?
Often stated in complaintsOften stated in complaintsDiversity jurisdiction
Tools:Public companies: Cover sheet of SEC filingsPrivate companies: Secretary of State
FreeFee-based source: (CTAdvantage.com)
Again, free is fine for this task…
…and fine here, too.
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Registered agent
a.k.a. “agent for service of process”Why?
Serve papers
Tools:Secretary of StateCT 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. 3Old filings - commercial SEC sources
Private companies: Secretary of State
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Financial data
Why?Due diligenceIs this party judgment-proof?
Tools:Tools:Public companies: SEC filings (10-K audited, 10-Q unaudited)Private companies: Dun & Bradstreet Business Information Reports
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Legal agreements
Why?Due diligence – Existing contracts might affect your deal.Forms for other dealsForms 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 issuesWhy?
Due diligenceMarketing
Tools:SEC Filings - 10-Q or 10-K “Legal proceedings” section (“material” litigation only); recent 8-Ks News searchesCase and docket searches
Other law firms representing them
Why?MarketingCompetitive intelligence
Tools:Tools:SEC Filings – ‘33 Act “S” forms, sometimes 8-KsCourtlink Strategic ProfilesCase & docket searchesSurveys (ALM & local legal press)
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Courtlink Strategic Profiles
Federal courts andsome state courts
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AIG’s outside counsel infederal civil cases for1st Q 2009
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Formatting options
American Lawyer Media
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Must subscribe for fullreport and data
Similar kind of survey at thelocal/regional level
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Historical stock prices
Why?Litigation
ToolsFree sources
WSJ/Big ChartsWSJ/Big ChartsYahoo! FinanceGoogle Finance
Fee-based sourcesLexis, Westlaw, some fee-based SEC databasesUse for: additional data, older prices, delisted companies
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Questions?