Lawyers often ask librarians to research documents filed at the Securities and Exchange Commission. These requests range from pulling a simple 10-K report to a complex query such as “find me all the indentures and amendments filed by X company.”
SEC filings offer a goldmine of information on the operations, management, strategy, structure and financial situation of a company. Here are examples of five key items.
1. Legal proceedings: Item 3 in a 10-K describes the lawsuits pending against the company.
2. Properties: Item 2 in a 10-K usually discloses all the company’s locations, plants and overseas operations.
3. Subsidiaries: Exhibit 21 of a 10-K lists the names and locations of all the subsidiaries of the company.
4. Officers and directors: A proxy (or DEF 14A) lists names of all officers and directors with short biography, age, salary (if officer), their other board memberships (sometimes) and ages.
5. Agreements and contracts: Companies will attach as exhibits those considered “material” (Exhibit 10); this is a great place to find agreements for purchase and sale, merger, outsourcing, licensing and joint ventures.
If an “extraordinary event” happens, the SEC requires the company to file an 8-K. The 8-K sometimes describes these events creatively. Examples include an officer in legal trouble or the removal of the CEO (less exciting things include a merger or a change of accountant).
If all the lawyer needs is a quick 10-K or 10-Q, a company’s website is good place to start. Look for the investor relations portion of the website, which usually provides reports in PDF or Word.
Many online databases provide ways to research filings. Here are descriptions and search features of some of them.
SEC.gov: This free site works perfectly well; however, SEC.gov’s full text search goes back only four years. Searchers may find older documents in the historical database. It’s pretty bare bones searching, but it does allow searching by company name, central index key (CIK) or standard industrial classification (SIC). Also, searchers can limit the queries by form and date. The search results are in HTML.
• Intelligize: Intelligize is for power searchers. It offers several modules including SEC checker, comment checker and agreement checker.
The SEC-checker function searches the full text of all filings. It provides ways to easily filter or narrow a query and quick links to exhibits. Also, it links to the documents that are incorporated by reference, which provides significant time savings. Navigating is fast and intuitive.
The agreement-checker feature is the standout. It has many options for quickly zeroing in agreement types, such as purchase-and-sale agreements or indentures. Searchers also can look by keyword, clause, title, party involved, law firm or industry.
The comment-checker feature offers great options like SEC examiner name, topic or section, and the state of incorporation/headquarters.
• Knowledge Mosaic (Lexis): Users may look for words or phrases in full text, search for company name or ticker, limit searches by form and include exhibits (searchers can specify which exhibit they’re seeking, or they can search the exhibit title). Searchers also can add other criteria, such as industry, exchange, place of incorporation, exchange and even financial information. Results are easy to browse; users can open and save documents in Word, HTML or PDF.
Specialty tabs offer searches for risk factors, exempt offerings, insiders and law firm relationships, which is useful for tracking which firms worked on a company’s filings. Knowledge Mosaic also includes SEC, Commodity Futures Trading Commission, and Financial Industry Regulatory Authority enforcement and investigation information.
• SEC.net (Wolters Kluwer): This service has some nice search options. There are basic and advanced lookup features for a particular filer and full-text searching to search all filings with a nifty tab for predefined search options (with topics like exchange offers and investigations). The registrations tab includes some power options to search for shelf registrations (public offering filed where there is no intention to sell the securities immediately), deal value, form type, and names of counsel and underwriter. The topical tab allows searchers to browse 62 topics from accountants to financial statements to voting arrangements, with sub-topics under each.
Searchers also can look for no-action letters, set up alerts and save searches. There is no monthly or annual fee; it costs $10 per search, $5 per list and $10 per document. SEC.net also provides, on request, copies of old paper filings that predate the Electronic Data Gathering Analysis Retrieval system (EDGAR).
• Morningstar DocumentResearch (formerly 10K Wizard): Morningstar offers a straightforward search interface, with company name, ticker, keyword, date, geography, exchange, industry and form type. Results include keywords, so users see search terms and can open results in HTML, Word or PDF. When opening results in HTML, users can navigate to see all search hits.
The item/page outline views show where the terms occur in the document. Documents already viewed are highlighted in yellow, and any table in the document will open in Excel with one click.
The knowledge-base feature provides users with handy pre-formulated search strategies for more complicated queries. There is a separate search for exhibits, with options to limit to particular exhibit types, title of exhibit or body of exhibit.
• Bloomberg Law: SEC searching is just one of the many offerings on Bloomberg Law. Its EDGAR files allow for basic and full-text searching and browsing through item types (risk factors, for example). Searchers may use radio buttons to exclude or include insider filings/amendments or forms/exhibits with radio buttons. Users also can select certain exhibits to search. There is also a separate tab for searching EDGAR comment threads with various options.
• Business Law Center (Thomson Reuters): Business Law Center now is integrated into the WestlawNext platform. EDGAR searching is easy, with features such as term frequency, Boolean connectors, excluded terms, ticker, form type, etc.
Business Law Center benefits from content offered by sibling companies Thomson Financial and Practical Law Co., such as information on syndicated loans and bond offerings as well as filings from Australia, Japan and Hong Kong.
The merger and acquisition module includes information on more than 900,000 public and private deals. Users can search deals by target or acquirer, law firm, date, status, description and more. Each record includes tabs for the deal filings, comment letters and any agreements that were attached.
• DisclosureNet: This offers help for lawyers who need an international focus. Headquartered in Toronto, it has searchable U.S. SEC filings as well as Canadian System for Electronic Document Analysis and Retrieval (SEDAR) filings, Australian filings and financial reports from the United Kingdom.
Searching is intuitive with a nice display. Results are easy to navigate, and users can see all the search hits in a separate column with scroll bar. Users can customize search boxes and results according to preference, and users can set up alerts and save searches. It also includes Financial Accounting Standards Board, American Institute of Certified Public Accountants and other standards. There is a special search for auditor changes and audit fees.
All of the databases require an annual contract with the vendor unless otherwise noted.
Mary Ann Wacker is a reference librarian at Bracewell & Giuliani in Houston. She has also worked at law firms in Dallas, Miami, Washington D.C. and at Ernst & Young. She serves on the board of directors of the Houston Area Law Librarians.